Common use of Conditions to Obligations of Buyer Clause in Contracts

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The the representations and warranties of the Seller made Company Parties and Sellers contained in this Agreement shall be true Article 4 and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties Article 5 shall have been true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) material respects as of the Closing Date as though made on date hereof and as of the Closing Date, exceptprovided, in both caseshowever, (i) for changes expressly contemplated that with respect to any representations and warranties that are qualified by materiality or permitted by this Agreement“Company Material Adverse Effect,” or similar references, or (ii) where any failure to such representations and warranties shall be true and correct, individually or correct in all respects as of the aggregate, has not had, date hereof and would not reasonably be expected to have, a Material Adverse Effect.as of the Closing Date; (b) Seller the Sellers shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date.; provided, however, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (c) Buyer shall have received a certificate certificate, dated as of the Closing Date from Sellerand signed by each of the Sellers, executed by an authorized officer that each of Seller, to the effect that the conditions set forth in this Section 10.03(aSections 9.2(a) and 9.2(b) shall have been satisfied.; (d) Buyer the Sellers shall have received delivered, or caused the following documents:delivery of, all the certificates, instruments, agreements and other documents required to be delivered to the Buyer pursuant to Section 3.1; (e) the Sellers shall have delivered audited financial statements of the Company for the fiscal years ended 2012 and 2011, together with unqualified audit reports relating thereto and a consent from the Company’s auditors consenting to the filing of such financial statements in Buyer’s filings with the Securities and Exchange Commission, which consent shall be acceptable to Buyer in all reasonable respects; (f) no Action shall have been commenced against the Buyer, any of the Sellers or the Company Parties, which would prevent or delay the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any of the Transactions; (g) all approvals, consents (including consents to filings of documents as exhibits to the Buyer’s SEC filings) and waivers that are listed on Schedule 5.4 shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing; (h) all related party transactions set forth on Schedule 5.22 shall have been terminated (including all related party receivables and payables); and (i) from the certificate date of formation (or equivalent organizational document) for Sellerthis Agreement, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and there shall not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyhave occurred any Company Material Adverse Effect. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiversatisfaction, at or prior to or at the Closing, of each of the following further conditionsconditions precedent: (ai) The representations and warranties of the Seller made contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true on the date hereof in all material respects, and correct, disregarding shall be true in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) material respects as of the Closing Date as though if made on and as of at the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse EffectClosing. (bii) Seller shall have performed and complied in all material respects with all obligations agreements and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing DateClosing. (ciii) As of the Closing, no suit, action or other proceeding, or any injunction or final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (iv) Each consent or approval listed on Schedule 7(a)(iv) as required or necessary under contract or applicable law for the consummation of the transactions contemplated hereby shall have been obtained; provided, however, those certain consents or approvals identified on such Schedule 7(a)(iv) as being subject to deferral need not have been obtained on or before the Closing to the extent that Seller shall have made appropriate arrangements to secure to Buyer the practical and economic benefits of the agreements or other arrangements to which such consents or approvals relate. (v) The documents to be delivered by Seller at Closing pursuant to Section 4(a) shall have been executed and delivered. (vi) Buyer shall have received a certificate from Seller, dated as of the Closing Date from Sellerand certifying in such detail as Buyer may reasonably request, executed by an authorized officer of Seller, to the effect that the conditions set forth specified in this Section 10.03(aSections 7(a)(i), 7(a)(ii) and 7(a)(iv) hereof have been satisfiedfulfilled. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of Buyer, to the fulfillment satisfaction, or waiverwaiver by Buyer, of the following conditions at or prior to the Closing, of each of the following further conditions: (a) The All representations and warranties of the Company and Seller made contained in this Agreement shall be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or Material Adverse Effect, as of the date of Closing, and the Company and Seller shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and (except satisfied by it at or prior to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier dateClosing. (b) as of the Closing Date as though made on and as As of the Closing Date, exceptno suit, in both cases, action or other proceeding (iexcluding any such matter initiated by or on behalf of Buyer) for changes expressly contemplated shall be pending or permitted by threatened before any court or governmental agency seeking to restrain Buyer or prohibit the Closing or seeking Damages against Buyer or the Company or its Properties as a result of the consummation of this Agreement. (c) Except for matters disclosed in Schedule 3.09(a) or 3.09(b) attached hereto, since January 11, 2000 and up to and including the Closing, there shall not have been any event, circumstance, change or (ii) where any failure to be true and correcteffect that, individually or in the aggregate, has not hadhad or might have a material adverse effect on the Company's Business, and would not reasonably be expected to haveoperations, a Material Adverse Effectprospects, Properties or financial condition. (bd) All agreements, commitments and understandings between the Company and Seller (or any Affiliate thereof) shall have performed been terminated in all material respects on terms satisfactory to Buyer, and all obligations required obligations, claims or entitlements thereunder shall be unconditionally waived and released by the Seller and/or such Affiliates, as applicable, and written evidence thereof satisfactory in form and substance to be performed by it under this Agreement on or prior Buyer shall have been delivered to the Closing DateBuyer. (ce) All proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to Buyer and its counsel, and Buyer and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. (f) Buyer shall have received a certificate dated as written evidence, in form and substance satisfactory to Buyer, of the Closing Date from Seller, executed by an authorized officer of Seller, consent to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby by this Agreement of all governmental, quasi-governmental and thereby. private third parties (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 including, without limitation, persons or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating entities leasing real or personal property to the Indebtedness Company) where the absence of Seller upon any such payment consent would result in a violation of law or a breach or default under any agreement to which the Seller’s lenderCompany is subject. (g) The No proceeding in which the Seller or the Company shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall have made, been brought or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementbe pending by or against such person under any United States or state bankruptcy or insolvency law.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The Each of the representations and warranties of the Seller made set forth in this Agreement Section 3.02 and Section 3.03 shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, respects (other than de minimis inaccuracies) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, exceptexcept to the extent representations and warranties by their terms speak only as of a certain date, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or which case such representations and warranties shall be true and correct as of such date; and (ii) where the other representations and warranties of Seller set forth in Article III of this Agreement (but without regard to any failure materiality qualifications or references to Material Adverse Effect contained in any representation or warranty) shall be true and correctcorrect in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, individually or except to the extent representations and warranties by their terms speak only as of a certain date, in the aggregate, has not had, which case such representations and would not reasonably warranties shall be expected to have, a Material Adverse Effecttrue and correct as of such date. (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against Buyer, Seller or the Public Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing DateClosing. (ce) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect. (f) Seller shall have duly executed and delivered the Assignment to Buyer. (g) The other Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (h) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in (a) and (b) have been satisfied. (i) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by Secretary or an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Secretary managing member of State Seller authorizing the execution, delivery and performance of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ej) The Seller Buyer shall have obtained received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and in signatures of the case officers of an affirmative consent) Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fk) The Buyer shall have received resignations of the managers and officers of the Public Company. (l) Seller shall have delivered to Buyer termination statements on Form UCC-3 a good standing certificate (or other appropriate releases, its equivalent) for the Public Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderthey are organized. (gm) The Seller shall have made, delivered to Buyer such other documents or stand ready at Closing instruments as Buyer reasonably requests and are reasonably necessary to make, consummate the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement. (n) Seller shall have provided Buyer with a confirmation of any bank balances as of the Closing Date and that such balances are consistent with the Estimated Closing Working Capital Statement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement shall be at Closing are subject to the fulfillment satisfaction, or waiverwaiver by Buyer, of the following conditions at or prior to the Closing, of each of the following further conditions: (a) (i) The representations and warranties of the Seller made and Company contained in Sections 3.2(a), (b) and (d) (Capitalization and Title to Shares) and 3.3 (Authority for Agreement) of this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of the date of this Agreement and as of Closing as though made on the date of the Closing (except to the extent such representations and warranties speak as of expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct, disregarding all qualifiers correct on and exceptions relating to materiality or Material Adverse Effect, as of such earlier date); (ii) the representations and warranties of Seller and Company contained in the first sentence of Section 3.1(b) (Organization and Standing) and Section 3.4(a)(i) (No Conflict) of this Agreement shall be true and correct in all material respects both as of the date of this Agreement and as of Closing Date as though made on the date of the Closing and (iii) the representations and warranties of Seller and Company in this Agreement (other than the representations and warranties identified in clauses (i) and (ii)) shall be true and correct both as of the date of this Agreement and as of Closing as though made on the date of the Closing Date, except(except to the extent such representations and warranties expressly relate to an earlier date, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to which case such representations and warranties shall be true and correctcorrect on and as of such earlier date), individually except where the failure of the representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or in the aggregate, has “Material Adverse Effect” set forth therein) does not hadhave, and would could not reasonably be expected to have, have a Material Adverse Effect.Effect on Company; (b) Seller shall have performed in all material respects all the obligations required to be performed by it under this Agreement on or prior to the Closing Date.Agreement; (c) Buyer Since the date of this Agreement, there shall not have occurred any Material Adverse Effect on Company; (d) Seller and Company shall have received delivered to Buyer a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that each of the conditions set forth specified in this Section 10.03(a(a), (b) have been satisfied. and (dc) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organizationabove is satisfied in all respects; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 a certificate duly executed by Seller certifying that Seller is not a foreign person for purposes of FIRPTA such that Buyer will not be required to withhold any portion of the Purchase Price; (f) Seller shall have delivered to Buyer evidence of the resignations of the officers and directors of Company and Company Subsidiaries effective prior to or other appropriate releases, which when filed will release any and all Liens on as of the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.Closing; (g) The Buyer shall have successfully consummated the bridge financing pursuant to the Commitment Letter; (h) Seller shall have made, or stand ready at Closing executed and delivered a copy of the Escrow Agreement and performed all actions required to make, be performed simultaneously with the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementexecution of such agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to before the Closing, of each of the following further conditions: (a) The All of the representations and warranties of the Seller made in this Agreement Parties contained herein shall be true and correct, disregarding all qualifiers correct on the Agreement Date and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date; (b) Each Seller Party shall have duly performed and complied with all agreements, except, in both cases, (i) for changes expressly contemplated or permitted covenants and conditions required by this Agreement, or (ii) where any failure Agreement to be true and correctperformed or complied with by such Seller Party prior to or on the Closing Date, including without limitation all closing deliverables set forth in Section 2.02; (c) Since the Agreement Date, there shall have been no effect, change, circumstance or event that, individually or in the aggregate, has not had, and or would not reasonably be expected to have, have a Material Adverse Effect.material adverse effect on the Business taken as a whole; (bd) No actions, suits or proceedings shall have been commenced against Buyer or any Seller Party, which would prevent the Closing; no injunction or restraining order shall have been issued by any governmental authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; and no material adverse change in the business, assets, prospects, results of operations or financial condition of Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.occurred; (ce) Buyer shall have received a certificate dated as completed to its reasonable satisfaction its due diligence investigation of Seller and the Business; provided that that this condition shall be deemed to have been satisfied unless Buyer terminates this Agreement, within 90 days following the Agreement Date due to its expectation that such condition will not be met; (f) All corporate and other proceedings of the Seller Parties in connection with the transactions contemplated at the Closing Date from Seller, executed by an authorized officer (including any required authorizing resolutions of Seller, to the effect that board of directors and stockholders of Seller and the conditions set forth in this Section 10.03(aboard of managers and members of Seller Parent) shall have been satisfied.undertaken and copies of such actions adopting such authorizing resolutions shall have been delivered to Buyer; (dg) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified Tax Clearance Certificates required pursuant to do business as to their good standingSection 2.02(a)(iii); and (iiih) a certificate Buyer shall have received consents of an officer of lenders with security interest in the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (assets or equivalent governing body) of such Person authorizing this Agreement and whose loan agreements would otherwise restrict or prohibit Seller from consummating the transactions contemplated hereby by this Agreement, each in a form and therebymanner acceptable to Buyer. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions: (a) The the representations and warranties of the Seller made set forth in this Agreement Article II shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement Effective Date and the Closing Date; (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties b) all actions shall have been true taken and correctcompleted by Seller or otherwise to vest all right, disregarding all qualifiers title and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of interest in the Closing Date as though made on and as of the Closing Date, exceptAcquired Assets in Buyer, in both caseseach case, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true free and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.clear of all Liens; (bc) Seller shall have performed in all material respects all obligations or complied with its agreements and covenants required to be performed by it or complied with under this Agreement on as of or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.Closing; (d) Buyer no Action or Proceeding shall have received the following documents: be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State prevent consummation of the applicable jurisdiction of organization; transactions contemplated by this Agreement, (ii) a certificate of good standing dated within ten (10) days of cause the Closing transactions contemplated by the Secretary of State of each jurisdiction in which the Seller is organized this Agreement to be rescinded following consummation or qualified to do business as to their good standing; and (iii) a certificate affect adversely the right of an officer Buyer to own, operate or control any of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby.Acquired Assets; (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer documents evidencing the release or termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and of all Liens on the Station Assets relating to the Indebtedness Acquired Assets, if any, as well as copies of Seller upon such payment Seller’s documents pertaining to the Seller’s lender.foreclosure on Miravant and transfer of Acquired Assets from Miravant Subsidiaries; (f) All material third-party consents required to be obtained in connection with the transactions contemplated by this Agreement will have been obtained and will be in full force and effect; (g) The Seller shall have made, executed and delivered to Buyer each Ancillary Agreement to. which it is a party; (h) Buyer shall have received such other certificates and instruments as it shall reasonably request in connection with the Closing; and (i) Seller shall have authorized Buyer to take possession or stand ready at Closing to makecontrol of, the deliveries contemplated Acquired Assets on the Closing Date in accordance with the terms of Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement1.4.

Conditions to Obligations of Buyer. The obligations of Parent and each Buyer under this Agreement are subject to consummate the satisfaction at or prior to the Closing of the following conditions, but compliance with any such conditions may be waived by Parent or a Buyer in writing: (a) All representations and warranties of the Citadel Parties contained in this Agreement shall have been true and correct when made and shall be true and correct in all respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing, except (i) for changes contemplated by this Agreement and (ii) for such changes that, individually and in the aggregate, do not constitute a Material Adverse Change (provided that any updates made pursuant to Section 4.3 and any materiality, Material Event and Material Adverse Change qualifiers shall be disregarded for purposes of such assessment, and representations and warranties that address matters as of a specific date shall be true and correct as of such date). (b) The Citadel Parties have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing and shall have delivered all items required to be delivered by the Citadel Parties pursuant to Sections 1.7 and 4.3. (c) All governmental consents, approvals, orders or authorizations have been obtained and all necessary contractual or governmental notices have been given. (d) The Citadel Parties shall have obtained all consents, waivers, approvals, assignments or other matters required by or with regard to the Business Contracts, Assumed Permits or other matters, each in form reasonably acceptable to Buyer, set forth on Schedule 5.1(d)(i). For avoidance of doubt, if any payment or other consideration is required to obtain any such consents, waivers, approvals, assignments or other matters, such payments or other consideration shall be solely the responsibility of Citadel. (e) 90% of the employees of the Sellers listed on Schedule 4.9(a) as of the date hereof (without giving effect to any update contemplated in Section 4.9(a)) shall have accepted and not rescinded offers of employment with Parent or a subsidiary thereof, effective as of the Closing, and all of the Key Employees shall have accepted and not rescinded offers of employment with Parent or a subsidiary thereof. (f) Citadel will have accelerated the vesting of all then outstanding stock options, shares of restricted stock or similar employee awards of Citadel to be exercisable in full as of and following the Closing. (g) As of the Closing Date, there will be no pending or threatened litigation by any Person (other than Parent, a Buyer or an Affiliate thereof) seeking to enjoin any aspect of the operation of the Business or the consummation of the transactions contemplated by this Agreement, or otherwise affecting the Business or the Assets. (h) As of the Effective Time there will not have occurred any Material Adverse Change since the date hereof. (i) The Stockholder Approval Matters shall have been approved by the requisite vote under applicable Laws and the certificate of incorporation and bylaws of Citadel, by the stockholders of Citadel (the “Stockholder Approval”). (j) The Citadel Parties have delivered to Buyer executed UCC Termination Statements from third Persons or other releases satisfactory to Buyer to evidence the release of any Liens on the Assets identified on Schedule 5.1(d). (k) [Intentionally Omitted]. (l) The Preferred Holder Agreement shall be subject in full force and effect and shall not have been rescinded or materially altered by the parties thereto, nor shall Citadel have any Knowledge of any intention to do so. (m) The Key Employee Offer Letters and the Independent Contractor Agreement shall be in full force and effect (unless rescinded or altered unilaterally by Parent), and neither the Citadel CEO nor any Key Employee shall have rescinded or materially altered any such agreement. (n) The waiting period under the HSR Act applicable to the fulfillment consummation of the transactions contemplated under this Agreement shall have expired or waiverbeen terminated and no action shall have been instituted by the DOJ or the FTC challenging or seeking to enjoin the consummation of the transactions contemplated hereby, which action shall have not been withdrawn or terminated. (o) Sellers shall have submitted encryption review requests to the Bureau of Industry of Security (“BIS”), U.S. Department of Commerce and the National Security Agency in accordance with Sections 740.17 and/or 742.15 of the EAR for all of its encryption products that require such technical review, and shall have delivered date-stamped copies of such filings to the Buyer, and for each such filing at least 30 days shall have lapsed during which such filing was not on “Hold Without Action” at BIS. (p) Sellers shall have commenced an investigation into any possible exports of its encryption products not in accordance with EAR during the five years preceding the Effective Time, and shall have submitted an initial voluntary self-disclosure notification to BIS in accordance with Section 764.5(c)(2) of the EAR, disclosing all suspected violations of the EAR, to the reasonable satisfaction of Parent, at or least seven days prior to the Closing, of each and shall have delivered a date-stamped copy of the following further conditions:submission to the Buyer. (aq) Sellers shall have delivered to Buyer a copy of all Tax records of any Citadel Party related to the Business or the Assets. (r) Citadel shall have paid in full amounts owed or alleged be owed in connection with the matters described in Schedule 2.8(a,b). (s) The representations and warranties Sellers have delivered to Buyer a closing certificate, substantially in the form of the Seller made in Exhibit P to this Agreement shall be true and correctAgreement, disregarding all qualifiers and exceptions relating executed by a senior officer of Citadel on behalf of Citadel, which will include certification as to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreementthe satisfaction of the conditions set forth in Sections 5.1(a) through (r), or (ii) where any failure to be true and correct, individually or the matters identified in the aggregate, has not hadSection 1.5(b), and would not reasonably be expected to have, a Material Adverse Effect. (biii) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions Citadel is able to pay the Wind-Down Obligations after the Closing and that Citadel intends to do so in a manner consistent with the disclosure set forth in this Section 10.03(a) have been satisfiedthe Proxy Statement. (dt) Sellers have delivered to Buyer shall have received the following documents: (i) the a certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State Citadel, substantially in the form of the applicable jurisdiction of organization;Exhibit Q to this Agreement. (iiu) Sellers, Buyer and Parent shall have completed and delivered the updated Schedules described in Section 4.3. (v) Sellers shall have executed and delivered to Buyer a transition services agreement in the form attached hereto as Exhibit R (“Transition Services Agreement”). (w) Each Citadel Party will deliver to Buyer a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of for each jurisdiction in which the Seller such Citadel Party is organized or required to be qualified to do business as to their good standing; and set forth on Schedule 2.1 issued by the applicable Governmental Body for such jurisdiction (iii) including a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and good standing for Citadel Sub in the case State of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(eTexas). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated hereby is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer: (a) Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect; (b) Each of the representations and warranties of Sellers contained in this Agreement (other than those contained in Section 3.2 and Section 3.6, which shall be true and correct in all respects) shall be true in all material respects as of the date of this Agreement and as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date) without giving effect to the words “material”, “material adverse effect” or “Material Adverse Effect”; (c) Sellers shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing; (d) Sellers shall have delivered to Buyer a certificate, dated as of the Closing Date, certifying that the conditions specified in Sections 8.1(b) and 8.1(c) have been fulfilled; (e) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction, judgment or other order shall have been enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, and no investigation, action or proceeding before a Governmental Authority shall have been instituted or threatened challenging or seeking to restrain or prohibit the transactions contemplated hereby or to recover damages in connection therewith; (f) Sellers and Buyer shall have entered into an amendment to the Omnibus Agreement in the form of Exhibit A; (g) Buyer shall have received a true and complete copy, certified by the secretary of Targa GP Inc. and Targa LP Inc., of resolutions duly and validly adopted by the board of directors of Targa GP Inc. and Targa LP Inc., evidencing their authorization of the execution and delivery of this Agreement and the consummation of transactions contemplated hereby; (h) the waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or have been terminated; (i) Sellers shall have delivered to Buyer all of the documents, certificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 2.3(b); (j) Buyer shall have obtained such third party financing as may be required for Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiverAgreement, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as approved by the board of such earlier date) as directors of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organizationGeneral Partner; (iik) a certificate Affiliates of good standing dated within ten (10) days Sellers and the Companies shall have entered into NGL sale/purchase agreements pursuant to which such Affiliates of Sellers have agreed to sell and the Closing Companies have agreed to purchase NGLs generated by the Secretary and/or owned by such Affiliates of State of each jurisdiction in which the Seller is organized or qualified Sellers on terms reasonably acceptable to do business as to their good standingBuyer and Sellers; and (iiil) Buyer shall not have provided notice to Sellers that Buyer is contemplating a certificate material acquisition transaction or business combination and the Board of an officer Directors of Targa Resources GP LLC, the Sellergeneral partner of Buyer, given by each such officer on behalf has determined that, in light of such Person and pending material transaction, Buyer cannot in such officer’s individual capacity, certifying as to the operating agreement proceed with consummation of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyhereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to purchase the Purchased Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date (or the waiver in writing by Buyer) of the following further conditions: (a) The representations and warranties waiting period under the HSR Act applicable to the consummation of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as sale of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties Purchased Assets contemplated hereby shall have expired or been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.terminated; (b) Seller No preliminary or permanent injunction or other order or decree by any federal or state court or Governmental Authority which prevents the consummation of the sale of the Purchased Assets contemplated herein shall have performed been issued and remain in effect (each Party agreeing to cooperate in all material respects all obligations required efforts to be performed have any such injunction, order or decree lifted) and no statute, rule or regulation 225 shall have been enacted by it under this Agreement on any state or prior to federal government or Governmental Authority which prohibits the Closing Date.consummation of the sale of the Purchased Assets; (c) Buyer shall have received all of Buyer's Required Regulatory Approvals, which approvals shall contain no condition which could reasonably be expected to have a certificate dated material adverse effect on the Purchased Assets or Buyer, and such approvals shall be final and non-appealable; (d) Seller shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Seller on or prior to the Closing Date; (e) The representations and warranties of Seller set forth in this Agreement that are qualified by materiality shall be true and correct as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date, in each case as though made at and as of the Closing Date; (f) Buyer shall have received certificates from Seller, executed by an authorized officer of Seller, dated the Closing Date, to the effect that that, to such officer's Knowledge, the conditions set forth in this Section 10.03(aSections 7.1(d), (e), (j), (l), (m), (n), (p), (t) and (u) have been satisfied.satisfied by Seller; (dg) Buyer shall have received an opinion as to the following documents:matters contained in Exhibit J hereto from Seller's counsel (which, except as to regulatory matters, may be delivered by Seller's general counsel), dated the Closing Date and reasonably satisfactory in form and substance to Buyer and its counsel; (h) Seller shall have delivered, or caused to be delivered, to Buyer at the Closing, Seller's closing deliveries described in Section 3.6; (i) Buyer shall have received from a title insurance company reasonably acceptable to Buyer ALTA owner's title insurance policies on the certificate Real Property, in form and substance reasonably satisfactory (including no materially adverse conditions) to Buyer and containing affirmative insurance as Buyer may reasonably request with respect to the Permitted Encumbrances and Real Property Agreements, insuring title as described in Section 4.7, subject only to the Permitted Encumbrances. Buyer shall provide Seller with a copy of formation (or equivalent organizational document) a preliminary title report and an updated survey for Seller, certified the Real Property to the extent obtained by the Secretary of State of the applicable jurisdiction of organizationBuyer; (iij) Since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing; (k) The IRS rulings or opinions of counsel applicable to Buyer as provided in Section 6.12 shall have been received; (l) Seller shall have filed, or cause to be filed, in the land records of Dewitt County, a certificate of good standing dated within ten (10) days restrictive covenant, in form and substance xxxxxnably satisfactory to Buyer, prohibiting the use of the Closing Excluded Parcels for a term of not less than 25 years for any purpose related to electric generation of more than 1 MW of electricity for consumption by customers or users off-Site; (m) Seller shall have completed in accordance with Good Utility Practices and in conformity with all applicable legal requirements all material work required to be accomplished by the Secretary Closing Date under Seller's Y2K Plan; (n) All Low Level Waste that has been generated in the operations of State the Facilities more than 60 days prior to the Closing Date shall have been shipped off-Site by Seller for permanent disposal in accordance with all applicable legal requirements, and all Low Level Waste generated in the operations of each jurisdiction the Facilities prior to the Closing Date shall have been properly bagged, tagged, packaged and/or stored by Seller at the Facilities in accordance with Good Utility Practice for handling Low Level Waste; (o) The lien of the Mortgage Indenture on the Purchased Assets shall have been released and any documents necessary to evidence such release shall have been delivered to the title company; (p) All consents and approvals for the consummation of the sale of the Purchased Assets contemplated hereby required under the terms of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which the Seller is organized a party or qualified by which Seller, or any of the Purchased Assets, may be bound, shall have been obtained, other than those which if not obtained, would not, individually and in the aggregate, create a Material Adverse Effect; (q) Buyer and Seller shall have agreed to do business the terms and conditions of the Easement Agreement, the Environmental Laboratory Lease, the Emergency Off-Site Facilities Lease and the Electric Service Agreement; Buyer shall be reasonably satisfied with the scope and amounts to be charged by Seller under the IP Service Agreement (other than information technology charges described in Exhibit F); Seller shall have entered into each of the Ancillary Agreements; and the Ancillary Agreements shall be in full force and effect; (r) The Total FMV of the Decommissioning Funds shall be as set forth in Section 6.12; (s) Buyer shall not have become aware of any Environmental Condition at the Site (other than those described in Schedules 4.10 or 6.17) that is reasonably likely to their good standinggive rise to an Environmental Claim or Remediation activity that would result in a liability or obligation in excess of $250,000, unless Seller has agreed to indemnify Buyer for any liability or obligation in excess of such amount; (t) Seller shall have completed all Remediation required under Section 6.17, or, alternatively, shall indemnify Buyer for any and all such Remediation costs to be incurred after the Closing Date; and (iiiu) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and not be in default of any of its material obligations under the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Management Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be hereby are further subject to the fulfillment satisfaction (or waiver, ) at or prior to the Closing, of each Closing of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement Group contained herein that are qualified as to materiality shall be true in all respects on and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to representations and warranties of Seller that are not so qualified shall be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.all material respects; (b) Seller Group shall have performed and complied with in all material respects all its agreements, obligations and covenants under this Agreement required to be performed or complied with by it under this Agreement on at or prior to the Closing Date.pursuant to the terms hereof; (c) Buyer The requisite consents and approvals listed on Schedule 6.3(c) of the Disclosure Schedules shall have received been obtained, and a certificate dated as copy of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) each such consent or approval shall have been satisfied.provided to Buyer, at or prior to Closing; (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating a certificate as to the Indebtedness satisfaction of the conditions contained in Sections 6.3(a) and 6.3(b), dated as of the Closing and executed by an officer of Seller upon or such payment Selling Subsidiary, as the case may be; (e) Each of the documents referred to in Section 1.4 shall have been executed by the Seller’s lender.appropriate member(s) of the Seller Group and delivered to Buyer; (f) Provision satisfactory to Buyer shall have been made for the release of any security interests which encumber any of the Assets other than Permitted Encumbrances; (g) The There shall not be any suit, action, or other proceeding pending or overtly threatened by any governmental authority or administrative agency or commission that seeks to enjoin or otherwise prevent consummation of the transactions contemplated hereby or that would have a Material Adverse Effect, other than suits, actions or proceedings that, in the reasonable opinion of Buyer’s counsel, are unlikely to prevail; (h) Seller Group shall have made, provided to Buyer all Audited and Other Required Financial Information of the Business required by the SEC to be filed by Buyer following the Closing as part of the Form 8-K with respect to the transactions contemplated by this Agreement; and (i) No event shall have occurred since the date of this Agreement and no condition or stand ready at Closing circumstance shall exist that would reasonably be expected to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementgive rise to any Material Adverse Effect.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement Closing shall be subject to the fulfillment or waiver, following: (a) (i) Sellers shall have performed all of their obligations hereunder required to be performed by them in all material respects at or prior to the ClosingClosing Date, of each of (ii) the following further conditions: (a) The representations and warranties of the Seller made Sellers contained in this Agreement, any Transaction Agreement shall and any certificate or other writing delivered by Sellers pursuant hereto, shall, except as otherwise contemplated by this Agreement, any other Transaction Agreement and any certificate or other writing delivered by Sellers pursuant hereto, be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or Material Adverse Effect, as of the Closing Date as if made as of that date of this Agreement and (except to the extent such representations and warranties speak expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not hadearlier date), and would not reasonably be expected (iii) Sellers shall have provided to have, Buyer a Material Adverse Effectcertificate signed by each Seller’s President to the foregoing effect. (b) Seller shall have performed in all material respects all obligations required Sellers’ delivery of the following items to be performed by it under this Agreement on Buyer at or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from SellerClosing, executed by an authorized officer of Seller, in form and substance reasonably satisfactory to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documentsBuyer: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State copies of the applicable jurisdiction of organizationThird Party Consents; (ii) a certificate copy of good standing dated within ten (10) days a resolution of each Seller’s Board of Directors or Managers, as applicable, authorizing the Closing execution, delivery and performance of this Agreement and the other Transaction Agreements, which resolutions shall be certified by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andsuch Seller; (iii) a certificate of an officer copy of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions consent of the board Parent as is required by Texas Law, as the sole equity holder of directors (or equivalent governing body) CCI, authorizing the execution, delivery and performance of such Person authorizing this Agreement and the Transaction Agreements; (iv) a copy of the consent of the majority interest of the members of CRA, authorizing the execution, delivery and performance of this Agreement and the Transaction Agreements; (v) such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request to transfer to and vest in Buyer all Sellers’ right, title and interest in, to and under the Acquired Assets; (vi) the keys to all locks located on or in the Acquired Assets (and any and all cards, codes, devices, usernames, passwords, internet addresses, or things necessary to access any of the Acquired Assets), which shall be surrendered on request to Buyer where such Acquired Assets are located; (vii) a xxxx of sale for the Acquired Assets in the form attached as Exhibit A hereto (the “Xxxx of Sale”) duly executed by Sellers; (viii) an assignment agreement in the form attached as Exhibit B hereto transferring all of Sellers’ right, title and interest in and to the Acquired Assets to Buyer (the “Assignment Agreement”) duly executed by Sellers; (ix) an assignment agreement in the form attached hereto as Exhibit C hereto transferring all of Sellers’ right, title and interest in and to Sellers’ Intellectual Property to be transferred to Buyer pursuant to this Agreement to Buyer duly executed by Sellers (the “IP Assignment”); (x) the Amended and Restated Loan and Security Agreement in the form attached as Exhibit D (the “Amended Loan Agreement”), duly executed by the holders of Notes; (xi) copies of documents, computer files, and computer printouts requested by Buyer related to the Sold Merchants (Sellers may delete or redact from such reports all information not related to the Sold Merchants. Sellers shall deliver to Buyer originals of all information and documents in whatever form that relate to the Sold Merchants and the Acquired Assets, and shall not retain copies of any such documents without the express written consent of Buyer); (xii) a copy of the audited financial statements of CCI for its most recent fiscal year end; (xiii) this Agreement duly executed by Sellers; and (xiv) all the Schedules set forth herein. (c) No Material Adverse Effect shall have occurred to the Business or the Acquired Assets. (d) No litigation, dispute or Action challenging this Agreement or the transactions contemplated hereby and therebyherein or seeking to prohibit, alter, prevent or materially delay the Closing shall be pending or have been instituted by any Person before any court, arbitrator or Governmental Body. (e) The Seller Buyer shall have obtained (completed to its satisfaction the legal, financial and in business due diligence investigations of Sellers, and such investigations shall not have revealed a material impairment of the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)Acquired Assets that is disclosed herein. (f) The Seller Simultaneous with the deliveries referred to in this Section 3.2, Sellers shall have delivered take or cause to be taken all such actions as may reasonably be required to put Buyer termination statements on Form UCC-3 or other appropriate releasesin actual possession and operating control of the Acquired Assets, which when filed will release any and all Liens on including the Station Assets relating to Intellectual Property. To the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have extent deliveries required under this Section 3.2 are not made, or stand ready at Closing Buyer, in its sole discretion, may waive such requirement; but if such requirement is not waived, Sellers shall cooperate in any reasonable arrangement proposed by Buyer designed to make, obtain for Buyer the material benefits and privileges of such deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementnot made.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) Buyer shall have received CPGs from the PUC to operate the Telecom System within twenty-four (24) months of execution of this Agreement. (b) The representations and warranties of Blue Water and the Seller made City contained in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) material respects as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch date (except those representations and warranties that address matters only as of a specified date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to which shall be true and correctcorrect in all respects as of that specified date, individually or the accuracy of which shall be determined as of the specified date in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects). (bc) Seller The City and Blue Water shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (cd) The City and Blue Water shall have delivered to Buyer duly executed counterparts to the Transaction Documents to which they are a party (other than this Agreement) and such other documents and deliveries as required under the terms of this Agreement. (e) Buyer shall have received the Blue Water/City Closing Statement, dated as of the Closing Date and signed by the respective duly authorized persons of each of Blue Water and the City, stating that each of the conditions set forth in this Agreement have been satisfied. (f) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and the City shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion, of the release of such Encumbrances. (g) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by Secretary or an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation Assistant Secretary (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person Blue Water certifying that attached thereto are true and complete copies of all resolutions authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. , and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby (e) The Seller the “Blue Water Officer Certificate”). Buyer shall also have obtained received a certificate of the Mayor certifying that attached thereto are true and complete copies of all resolutions of the City Council authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e“City Certificate”). (fh) The Seller City and Blue Water shall have delivered to Buyer termination statements on Form UCC-3 such other documents or other appropriate releases, which when filed will release any instruments as Buyer reasonably requests and all Liens on are reasonably necessary to consummate the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated provided for by this Agreement shall be subject are subject, at the discretion of Buyer, to the fulfillment or waiver, satisfaction at or prior to the Closing, Closing of each of the following further conditions: (a) The representations and warranties contained in Article II and Article III of the Seller made in this Agreement that are qualified by “materiality,” “Material Adverse Effect” or a similar qualifier shall be true and correctcorrect in all respects, disregarding and each of such representations and warranties that is not so qualified shall be true and correct in all qualifiers and exceptions relating to materiality or Material Adverse Effectmaterial respects, in each case, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though if originally made on and as of the Closing Date, exceptexcept that those representations and warranties that are made as of a specific date shall be determined as of such date, and Buyer shall have received a certificate to such effect signed by the Seller and the Company. (b) All of the agreements and covenants that Seller and the Company are required to perform or comply with pursuant to this Agreement at or prior to the Closing Date shall have been performed or complied with in both casesall material respects, and Buyer shall have received a certificate to such effect signed by the Seller and the Company. (ic) for changes expressly contemplated or permitted by Since the date of this Agreement, there shall not have occurred a Material Adverse Effect, or (ii) where any failure to be true and correctevents, changes, developments or effects which, individually or in the aggregate, has not had, and would not could reasonably be expected to have, have a Material Adverse Effect, and Buyer shall have received a certificate to such effect signed by the Seller and the Company. (bd) Each of the Consents specified in Sections 2.3 of the Seller Disclosure Schedule and 3.4 of the Company Disclosure Schedule, and on Schedules 4.3 and 5.3 or otherwise necessary to permit the transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect. (e) As of the Closing, each Post-Closing Employment Agreement delivered by the Designated Employees on the date hereof shall be in full force and effect and each Designated Employee shall have performed in all material respects all obligations required or complied with each obligation, agreement, and covenant to be performed or complied with by it under this Agreement such Designated Employee thereunder on or prior to the Closing Date. (cf) The Escrow Fund (as such term is defined in the 2010 Escrow Agreement) shall have been distributed to the Shareholders as contemplated by Section 6.6. (g) The 2010 Escrow Agreement shall have been terminated. (h) Resignations and releases executed by such of the managers, directors and officers of the Company and its Subsidiaries as are designated by Buyer shall have received been delivered to Buyer in the form reasonably satisfactory to Buyer. (i) The Company shall have obtained and delivered to Buyer a written consent with respect to each of the Leases pursuant to which consent of the landlord or other party is required, and a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under each such Lease (the “Lease Consents”), in form and substance satisfactory to Buyer. (j) No action, suit or proceeding shall have been instituted by any Person which seeks to prohibit, restrict or delay consummation of the transactions contemplated herein or any of the conditions material to consummation of the transactions contemplated herein. (k) Xxxxxx Xxxxxxx PLLC, counsel to the Seller and the Company, shall have delivered to Buyer a legal opinion in the form attached hereto as Exhibit A. (l) The Company shall have delivered to Buyer copies of waivers executed by the Designated Shareholders with respect to the earn-out under the SPA, as contemplated by Section 6.6. (m) The Company and each Subsidiary shall have delivered to Buyer a certificate of the Company’s or such Subsidiary’s Secretary, dated as of the Closing Date from SellerDate, executed by an authorized officer of Seller, in form and substance reasonably satisfactory to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacityBuyer, certifying as to and attaching (if applicable): (i) its complete and accurate copies of the operating agreement Organizational Documents, (ii) the incumbency of such Person the officers executing this Agreement and as to (iii) complete and accurate copies of resolutions of the board Board of directors (or equivalent governing body) Directors and the sole stockholder authorizing and approving the execution, delivery and performance of such Person authorizing this Agreement and the transactions contemplated hereby hereby, and therebythe acts of the officers of the Company in carrying out the terms and provisions hereof and thereof. (en) The Seller Company and each Subsidiary shall have obtained delivered to Buyer a certificate of legal existence and corporate good standing from the Secretary of State of its jurisdiction of incorporation and any jurisdiction where it is qualified to do business, which certificates shall be dated no more than three (and in 3) Business Days prior to the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)Closing Date. (fo) The Seller shall have delivered to Buyer a duly executed and acknowledged certificate, in form and substance acceptable to Buyer and in compliance with the Code and Treasury Regulations, certifying such facts as to establish that the sale of the Shares are exempt from withholding under Section 1445 of the Code. (p) The Seller and each Affiliate of the Company shall have executed and delivered to Buyer a general release in favor of Buyer and its Affiliates in the form attached hereto as Exhibit B, which shall include, among other things, a release of any claims the Seller or its Affiliates may have against the Company under the SPA (each, a “General Release”). (q) The signatories to the bank accounts of the Company shall have been changed to Buyer’s satisfaction. (r) The Seller and the Company shall have delivered to Buyer written consents to the transactions contemplated by this Agreement from the Seller’s creditors listed on Schedule 7.2(r) in the form and substance reasonably satisfactory to Buyer. (s) The Seller and the Company shall have delivered to Buyer the Escrow Agreement duly executed by the Seller, the Company and the Escrow Agent. (t) All Liens on any of the assets of the Company shall have been fully released and discharged pursuant to such documents in form and substance reasonably satisfactory to Buyer, and the Seller or the Company shall have made all necessary filings and taken all other action necessary to effect such releases and discharges including, without limitation, filing all necessary UCC termination statements on in all applicable jurisdictions. (u) Buyer shall have received from the Seller audited consolidated financial statements (“Audited Financial Statements”) of the Company and its Subsidiaries for all years required to be included in a Form UCC-3 8-K to be filed by HSCC as a result of consummation of this Agreement, with such Audited Financial Statements to be prepared in accordance with GAAP, consistently applied throughout the periods, and with the report of the Company’s auditor and consent in connection therewith to be unqualified. (v) Any intercompany indebtedness, including any payments due by the Company to the Seller for services rendered by the Seller or other appropriate releasesits Affiliates prior to the Closing Date, shall be paid in full or otherwise discharged prior to the Closing. (w) The Seller and Default Servicing, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Seller (“Default”) shall have entered into, and consummated the transactions contemplated by, an asset purchase agreement by and among HSCC or its Affiliate, the Seller and Default (the “Asset Purchase Agreement”), pursuant to which when filed will release HSCC or such Affiliate shall purchase substantially all of the assets of Default. (x) The Company shall have been released as a guarantor of any and all Liens on the Station Assets relating to the Company Indebtedness or Indebtedness of the Seller upon such payment to or any of its Affiliates, including, without limitation, as a guarantor under the Seller’s lenderBank of America Agreements. (gy) The Seller and the Company shall have madedelivered to Buyer such other instruments, certificates, documents or stand ready at Closing to make, materials as may be reasonably requested by Buyer in connection with the deliveries consummation of the transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementhereby.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date of the following further additional conditions: (a) The C&W shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date, and the representations and warranties of the Seller made C&W set forth in this Agreement Agreement, giving effect to the amendment or supplement of any schedule pursuant to Section 5.6 hereof, shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on at and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.; (b) Seller the transactions contemplated hereby shall have performed in been approved by all material respects all obligations required to be performed necessary corporate actions by it under this Agreement on or prior to the Closing Date.CIBBV; (c) the conditions to the closing of the Share Purchase Agreement (other than the issuance of the Buyer Shares to C&W pursuant to this Agreement) shall have received a certificate dated as been met, and C&W and News America shall be prepared to close the transactions contemplated by the Share Purchase Agreement immediately after the closing of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.transactions contemplated hereby; (d) Buyer shall have received duly certified evidence, acceptable to Buyer, of one or more entries in the following documents: (i) share registry of CIBBV evidencing the certificate transfer of formation (or equivalent organizational document) for Sellertitle to the CIBBV Shares to Buyer, certified by together with any other documents that are necessary to transfer to Buyer good and marketable title to the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standingCIBBV Shares; and (iiie) Buyer shall have received a certificate of from an authorized officer of C&W, dated the SellerClosing Date, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as effect that to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and officer's knowledge, the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and conditions set forth in the case of an affirmative consentSection 6.2(a) and delivered the consents to assignment listed on Schedule 10.03(e)(b) have been satisfied. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement shall Closing will be subject to the fulfillment or waiverfollowing conditions, at or prior to the Closing, of each of the following further conditionsunless waived in writing by Buyer: (a) The representations and warranties of the Seller made Qwest Parties in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to which are not modified by materiality or Material Adverse Effect, as of Effect will be true in all material respects on the date of this Agreement and Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true in all material respects as of such date), and the representations and warranties of the Qwest Parties in this Agreement which are modified by materiality or Material Adverse Effect will be true on the Closing Date (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall have been be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.); (b) Seller shall The Qwest Parties will have performed in all material respects all obligations and complied with all covenants and conditions required by this Agreement and the other Transaction Documents to be performed or complied with by it under this Agreement them on or prior to before the Closing Date.; (c) Each of the Qwest Parties and Qwest Corporation shall, both immediately before and after consummation of the Transactions, not be Insolvent. (d) Seller will have obtained and provided to Buyer shall all Third Party Consents listed in Section 7.2(d) of Seller's Disclosure Schedule; (e) The officers of Company listed in a letter to be delivered by Buyer to Seller not less than 3 days before the Closing Date (the "RESIGNING OFFICERS") will have received a certificate dated submitted their resignations in writing or will otherwise have been removed from office, effective as of the Closing Date; (f) Seller will have delivered to Buyer a certificate of Seller in form and substance reasonably satisfactory to Buyer, dated the Closing Date from Seller, executed and signed by an authorized executive officer of Seller, to the effect that the conditions set forth in this Section 10.03(athe foregoing paragraphs (a), (b) and (c) have been satisfied.; (dg) Seller and its Affiliates, as applicable, will have executed and delivered to Buyer the Transaction Documents and Commercial Agreements (including, if agreed to by the parties pursuant to Section 5.13, the Master Sales Agent Agreement), or such agreements will have become effective with respect to Company pursuant to the terms thereof (to the extent executed and delivered at the Dexter Closing), to which such Persons are a party and such agreements shall be in full force and effect (excluding any failure of a Commercial Agreement to which Buyer is a party to be in full force and effect as a result of any action or inaction by Buyer); (h) Seller will have executed and delivered to Buyer a signature and incumbency certificate in form and substance reasonably satisfactory to Buyer with respect to the Persons executing the Transaction Documents and Commercial Agreements on behalf of Seller; (i) The contributions of the assets to Xxxxxx LLC pursuant to the Contribution Agreement shall have been consummated in all material respects; (i) The financial institutions party to the Debt Financing Commitment Letter shall have consummated the Debt Financing required in connection with the Dexter Closing in accordance with the terms of the Debt Financing Commitment Letters and (ii) Buyer shall have received the following documents:Additional Equity Commitments; (k) Seller shall have delivered a copy of the fairness opinions rendered to the Qwest Parties with respect to the Transactions by each of Xxxxxx Brothers Inc. and Xxxxxxx Xxxxx & Co., Inc.; (l) Buyer shall have received from one or more counsels to the Qwest Parties, as specified in Section 7.2(l) of Seller's Disclosure Schedule, legal opinions with respect to the matters set forth in Section 7.2(l) of Seller's Disclosure Schedule, addressed to Buyer and dated as of the Closing Date; (m) Either (i) the CBAs shall have been extended pursuant to Section 5.7 or (ii) new CBAs shall have been entered into on commercially reasonable terms (including with wage and benefit increases, if any, not materially less favorable to Seller than prior such increases entered into by Seller in connection with the entering into of new CBAs); and (i) Sufficient Third Party Consents shall have been obtained and/or Company shall be able to replace such Contracts on terms such that Company can conduct the certificate of formation (or equivalent organizational document) for Seller, certified Transferred Business in the same manner and substantially on the same terms and conditions as currently conducted by the Secretary of State of the applicable jurisdiction of organization; Seller and (ii) the Xxxxxx IP Products Condition shall have been satisfied, unless the failure to consummate the transactions that would satisfy such condition was a certificate result of good standing dated within ten (10) days action or inaction by Buyer or SGN LLC inconsistent with the goals or undertakings contemplated under Section 5.18 of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as Exhibit P to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Dexter Purchase Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement Fundamental Representations shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) respects as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date, except, in both cases, Date (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where except that any failure to such representations and warranties that are made as of a specified date shall be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectcorrect only as of such date). (b) Seller the representations and warranties set forth in Article III (other than the Fundamental Representations) shall have performed be true and correct (disregarding all qualifications or limitations as to “materiality”, “in all material respects” or “Material Adverse Effect” set forth therein) in all material respects as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specified date shall be true and correct only as of such date). (c) the Company and the Members shall have duly performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement and the agreements contemplated hereby to be performed or complied with by him, her or it under this Agreement on or prior to or on the Closing Date. (cd) Buyer the Company shall have received a certificate dated as delivered (or caused to be delivered) each of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions closing deliverables set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization2.5(b); (iie) there shall not have occurred a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andMaterial Adverse Effect; (iiif) the Company shall have delivered to Buyer a certificate copy of an officer approval(s) from the Arizona Department of the SellerHealth Services and any other applicable Governmental Entity, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and for the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (the transfer of ownership of the Company and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releasesMarijuana Permits, which when filed will release approval(s) shall, as determined by Buyer in its reasonable discretion, be free of any and all Liens on uncured regulatory violations (the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.“Arizona Transaction Approval”); and (g) The Seller Buyer shall not have sent a notice of termination or otherwise terminated either the 203 Arizona Purchase Agreement or the Virginia Purchase Agreement, and none of Cannabist or the sellers thereunder shall have made, or stand ready at Closing to make, the deliveries contemplated breached any provisions thereof in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementany material respect.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) On or before the DSS Proxy Filing Date, Seller’s Accountants (or another independent public accounting firm registered with the PCAOB acceptable to DSS and Buyer in their sole discretion) shall have delivered their audit report containing their unqualified opinion on the Annual Financial Statements and their review report on the Interim Financial Statements in accordance with PCAOB Auditing Standard. (b) No member of the Company Group shall have any Indebtedness as of the Closing. (c) The boards of directors of DSS and Buyer shall have received a written report from Destum Partners, Inc. (or such other independent financial advisory firm as the boards shall determine) (the “Valuation Report”) setting forth their determination of the fair market value of the Impact Shares (which determination shall be conclusive for all purposes under this Agreement and the Ancillary Documents) (the “Impact Value”), a copy of which shall be provided to Seller and SED, and such Valuation Report has not been amended or rescinded as of the Closing. (d) Other than the representations and warranties of Seller and SED contained in Section 3.01, Section 3.02, Section 3.03, Section 3.07(a) and Section 3.28, the representations and warranties of Seller made and SED contained in this Agreement Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Company Material Adverse Effect, ) or in all material respects (in the case of any representation or warranty not qualified by materiality or Company Material Adverse Effect) on and as of the date of this Agreement DSS Proxy Filing Date and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller and SED contained in Section 3.01, Section 3.02, Section 3.03, Section 3.07(a) and Section 3.28 shall be true and correct in all respects on and as of the DSS Proxy Filing Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (e) Each of Seller and SED shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, exceptthat, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in both casesall respects. (f) No Action shall have been commenced against Buyer, DSS, Seller, SED or any member of the Company Group, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (ig) for changes expressly contemplated All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or permitted by prior to the Closing. (h) From the date of this Agreement, there shall not have occurred any Company Material Adverse Effect, nor shall any event or (ii) where any failure to be true and correctevents have occurred that, individually or in the aggregate, has not hadwith or without the lapse of time, and would not could reasonably be expected to have, result in a Company Material Adverse Effect. (bi) The Ancillary Documents shall have been executed and delivered by the Parties thereto and true and complete copies thereof shall have been delivered to Buyer. (j) Each of Seller and SED shall have delivered to Buyer a good standing certificate (or its equivalent) for each member of the Company Group from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which such entity is organized. (k) Seller shall have performed in all material respects all obligations required delivered, or caused to be performed delivered, to Buyer stock certificates evidencing the Impact Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by it under this Agreement on stock powers or prior to the Closing Dateother instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed. (cl) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each of Seller and SED, that each of the conditions set forth in Section 7.02(a) and Section 7.02(e) have been satisfied. (m) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by Secretary or an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the of Seller is organized or qualified to do business as to their good standing; and (iii) a certificate and SED certifying that attached thereto are true and complete copies of an officer of the Seller, given all resolutions adopted by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) and stockholders of such Person Seller and SED authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (en) The Seller Buyer shall have obtained received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Seller and in SED certifying the case names and signatures of an affirmative consent) the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fo) The Each of Seller and SED shall have delivered to Buyer termination statements on Form UCC-3 such other documents or other appropriate releases, which when filed will release any instruments as Buyer reasonably requests and all Liens on are reasonably necessary to consummate the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of Buyer, to the fulfillment commercially reasonable satisfaction, or waiverwaiver by Buyer, at or prior to the Closing, of each of the following further conditions: (aA) The All representations and warranties of the Seller made Sellers and the Shareholders contained in this Agreement shall be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or Material Adverse Effect, as of the date of Closing, and the Sellers and the Shareholders shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and (except satisfied by them at or prior to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier dateClosing. (B) as of the Closing Date as though made on and as As of the Closing Date, exceptno suit, in both cases, action or other proceeding (iexcluding any such matter initiated by or on behalf of Buyer) for changes expressly contemplated shall be pending or permitted by threatened before any court or governmental agency seeking to prohibit the Closing as a result of the consummation of this Agreement. (C) Except for matters disclosed in Schedule 8(n)(A) or 8(n)(B), since the Balance Sheet Date and up to and including the Closing, there shall not have been any event, circumstance, change or (ii) where any failure to be true and correcteffect that, individually or in the aggregate, has not hadhad or might have a material adverse effect on the Sellers’ business, and would not reasonably be expected to haveoperations, a Material Adverse Effectprospects, Properties or financial condition. (bD) Seller The Buyer shall have performed in all material respects all obligations required received the opinion of Xxxxxxxxxx Xxxxxxxx P.C., counsel to be performed by it under this Agreement on or prior to the Sellers (“Company Counsel”), dated as of the Closing Date, addressed to the Buyer and in form and substance reasonably satisfactory to the Buyer, to the effect set forth on Exhibit 12(b)(D) hereto. (cE) The Sellers shall have furnished Buyer with a certified copy of all necessary corporate action on its behalf approving the Sellers’ execution, delivery and performance of this Agreement. (F) Buyer shall have received a certificate dated as written evidence, in form and substance satisfactory to Buyer, of the Closing Date from Seller, executed by an authorized officer of Seller, consent to the effect that transactions contemplated by this Agreement of all governmental, quasi-governmental and private third parties (including, without limitation, persons or other entities leasing real or personal property to the conditions set forth Company) where the absence of any such consent would result in this Section 10.03(a) have been satisfieda violation of law or a breach or default under any agreement to which the Company is subject. (dG) Buyer No proceeding in which any of the Shareholders or the Sellers shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall have received the following documents:been brought or be pending by or against such person under any United States, state or foreign bankruptcy or insolvency law. (iH) the certificate Satisfactory completion of formation (or equivalent organizational document) for Sellerbusiness, certified legal and accounting due diligence by the Secretary of State each of the applicable jurisdiction of organization; Buyer and Buyer’s lender providing financing in connection with the transactions contemplated hereby, within thirty (ii) a certificate of good standing dated within ten (1030) days of the Closing by the Secretary signing of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyAgreement. (eI) The Seller [Intentionally Deleted]. (J) Xxxxx and Xxxx shall have obtained (and in the case of an affirmative consent) executed and delivered their respective Employment Agreements. (K) Sellers shall have executed an appropriate notice of sale and request of continuance of the consents Kohler distribution agreement to assignment listed on Schedule 10.03(eKohler in substantially the same form attached as Exhibit 12(b)(K). (fL) The Seller Sellers shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any a request for the Waiver of Tax Lien and all Liens on the Station Assets relating shall deliver such Waiver of Tax Lien promptly to the Indebtedness of Seller Buyer upon such payment to the Seller’s lenderreceipt. (gM) Sellers shall have filed on the date of the signing of this Agreement a request for a certificate from the Massachusetts Department of Revenue as to the good standing of, and the payment of taxes by, each of the Sellers as of the date of the signing of the Agreement and shall promptly deliver such certificate to the Buyer upon receipt. (N) The Seller Sellers shall have made, or stand ready at simultaneously with the Closing to make, of this Agreement executed the deliveries contemplated in Section 2.08(b)(ii) Owned Real Estate Leases and Section 2.08(b)(iii) and each Ancillary AgreementLandlord’s Agreements.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing of the following further additional conditions: (a) The Since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing or reasonably be expected to occur; (b) Seller shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement that are required to be performed and complied with by Seller on or prior to the Closing Date; (c) All representations and warranties of the Seller made set forth in this Agreement that are not qualified by materiality (or similar words) shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement and (except to as of the extent Closing Date, with the same effect as though such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have had been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreementexcept that representations and warranties made as of, or in respect of, only a specified date or period are true and correct as of, or in respect of, such date or period; (iid) where any failure to Each of the representations and warranties of Seller that are qualified by materiality or Material Adverse Effect (or similar words) shall be true and correct, individually or in correct as of the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under date of this Agreement on or prior to and as of the Closing Date., with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that representations and warranties made as of, or in respect of, only a specified date or period shall be are true and correct as of, or in respect of, such date or period; (ce) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, dated the Closing Date, to the effect that the conditions set forth in this Section 10.03(aSections 8.2(a), 8.2(b), 8.2(c) and 8.2(d) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified satisfied by the Secretary of State of the applicable jurisdiction of organizationSeller; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller Required Regulatory Approvals in Schedule 5.3(b) and the Buyer Required Regulatory Approvals in Schedule 6.3(b) shall have delivered been made or obtained and shall have become Final Orders, and such Final Orders shall not impose terms and conditions that would reasonably be expected to have a Material Adverse Effect or Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.Material Adverse Effect; (g) The Seller shall have madeexecuted, or stand ready and shall be prepared to deliver at Closing to makethe Closing, the deliveries contemplated Related Agreements and all other documents and items required to be delivered by Seller pursuant to Section 4.3 and Buyer shall have obtained the approval described in Section 2.08(b)(iiSchedule 6.2, if any; and (h) Seller shall have discharged and Section 2.08(b)(iii) and each Ancillary Agreementobtained full release of all liens on the Acquired Assets arising under the mortgage bonds identified in Schedule 2.4(f).

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to before the Closing, of each of the following further conditions: (a) The All of the representations and warranties of the Seller made in this Agreement contained herein shall be true and correct, disregarding all qualifiers correct on the Agreement Date and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date; (b) Seller shall have duly performed and complied with all agreements, except, in both cases, (i) for changes expressly contemplated or permitted covenants and conditions required by this Agreement, or (ii) where any failure Agreement to be true and correctperformed or complied with by Seller prior to or on the Closing Date, including without limitation all closing deliverables set forth in Section 2.02; (c) Receipt by Buyer from the CCC of the License. (d) Since the Agreement Date, there shall have been no effect, change, circumstance or event that, individually or in the aggregate, has not had, and or would not reasonably be expected to havehave a material adverse effect on the business, properties, assets, results of operations or condition (financial or otherwise) of Seller, taken as a Material Adverse Effect.whole; (be) Seller shall have performed delivered to Buyer appropriate instruments of transfer, conveyance, sale and assignment in respect of the Purchased Assets, consisting of bills of sale, assignments, confirmation of notices sent to third parties holding any Purchased Assets, and such other good and sufficient instruments of conveyance and transfer (including, without limitation, any consents thereto by third parties necessary to make the same valid and effective, whether under any Assigned Contract or otherwise), in such form and containing such terms and provisions as Buyer may request, as shall be necessary to vest in Buyer all material respects all obligations required to be performed by it under this Agreement on or prior right, title and interest in and to the Closing Date.Purchased Assets free and clear of any and all Encumbrances whatsoever; (cf) Buyer Seller shall have received a certificate dated delivered to Buyer, in such form and containing such terms and provisions as Buyer may request, all consents, approvals or waivers from the CCC or other governmental authority necessary in order to permit the consummation of the Closing Date from and the transactions contemplated hereunder, including, without limitation, approval by the CCC of the revised Application submitted pursuant to Section 5.02(d) and the License for use at the Premises; (g) No actions, suits or proceedings shall have been commenced against Buyer or Seller, executed which would prevent the Closing; no injunction or restraining order shall have been issued by an authorized officer any governmental authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; and no material adverse change in the business, assets, prospects, results of operations or financial condition of Seller shall have occurred; (h) Buyer’s shall have completed to its complete satisfaction its due diligence investigation of Seller and the Business; (i) All corporate and other proceedings of Seller in connection with the transactions contemplated at the Closing (including any required authorizing resolutions of the board of directors and stockholders of Seller, to the effect that the conditions set forth in this Section 10.03(a) shall have been satisfied.undertaken and copies of the director and stockholder actions adopting such authorizing resolutions shall have been delivered to Buyer; (dj) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified Tax Clearance Certificates required pursuant to do business as to their good standingSection 2.02(a)(iii); and (iiik) a certificate Buyer shall have received from Seller all such other documents and instruments consistent with the purposes of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyas Buyer shall reasonably have requested. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following further additional conditions: (a) The representations and warranties of TAT, Sellers and the Seller made Acquired Companies in this Agreement shall must be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date hereof and as of this Agreement the Closing (with materiality being measured individually and (on an aggregate basis with respect to all breaches of representations and warranties), except to the extent for such representations and warranties speak that are qualified as to materiality or a “Material Adverse Effect,” each of which must be true and correct in all respects as of an earlier the date hereof and as of the Closing, except in each case to the extent any such representation and warranty speaks as of any other specific date, in which case such representations representation and warranties shall warranty must have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as applicable as of such earlier date. (b) Each of the agreements and covenants of TAT, Sellers, and the Acquired Companies to be performed and complied with by the Company pursuant to this Agreement prior to or as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have been duly performed and complied with in all material respects all obligations required (it being understood that failure to deliver any Shares pursuant to, and in accordance with, Article III shall be deemed to be performed by it under this Agreement on or prior to the Closing Datematerial). (c) Buyer Since the date hereof, there shall not have received a certificate dated as of the Closing Date from been any Material Adverse Effect with respect to TAT, any Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfiedor any Acquired Company. (d) Buyer and Buyer’s Affiliate shall have received consummated the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified equity financing contemplated by the Secretary of State of letter agreement dated February 5, 2012 (the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby“Financing Letter”). (e) The Seller shall have obtained (and in Each of the case of an affirmative consent) and delivered the consents Consents or notices to assignment or from Governmental Authorities or other Persons listed on Schedule 10.03(e)8.3(e) must have been obtained and provided and must be in full force and effect. (f) The Seller shall TAT, Sellers and the Acquired Companies must have delivered or caused to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any be delivered each document that Section 3.2 and all Liens on the Station Assets relating Section 3.3 require them to the Indebtedness of Seller upon such payment to the Seller’s lenderdeliver. (g) The Seller TAT, Sellers and the Acquired Companies shall have made, or stand ready at Closing to make, completed the deliveries contemplated in transfers of assets as required under Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement7.10.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of the Seller or Xxxxxxx upon such payment to the Seller’s applicable lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (a) The Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (b) All of the representations and warranties of the Seller made contained in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, respects as of the date of this Agreement and as of the Closing, as if made at and as of that time (except to the extent other than such representations and warranties speak that expressly address matters only as of an earlier a certain date, in which case need only be true as of such representations and warranties shall have been true and correctcertain date without giving effect to the words “material”, disregarding all qualifiers and exceptions relating to materiality “material adverse effect” or “Material Adverse Effect”, as of such earlier date) as of except where the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be so true and correctwould not, individually or in the aggregate, has not hadreasonably be expected to have a Material Adverse Effect on the Companies; (c) Seller shall have performed or complied with all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing, and except where the failure to perform or comply would not reasonably be expected to have, have a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement Effect on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.Companies; (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness a certificate from an officer of Seller upon such payment dated the Closing Date, certifying that the conditions specified in Section 8.1(b) and 8.1(c) have been fulfilled; (e) Seller shall have delivered to Buyer a certificate from the Seller’s lender.Secretary of Seller and from the Secretary of the Companies, each dated as of the Closing Date, attaching and certifying the Organizational Documents and authorizing resolutions of Seller and certifying the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (f) Seller shall have delivered to Buyer a good standing certificate of recent date for each of the Companies and Seller from their state of organization; (g) The Seller shall have madedelivered to Buyer (at least two Business Days before the Closing) a statement containing Seller’s good faith estimate of the Net Working Capital as of the close of business on the Closing Date; and (h) There shall not be in force any Law, injunction, judgment, order, decree, ruling, or stand ready at Closing to make, charge restraining or prohibiting the deliveries consummation of the transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate effect the transactions contemplated by this Agreement Closing shall be subject to the fulfillment or waiver, following: (i) Seller shall have performed all of its obligations hereunder required to be performed by it in all material respects at or prior to the ClosingClosing Date, of each of (ii) the following further conditions: (a) The representations and warranties of the Seller made contained in this Agreement, any Collateral Agreement shall and any certificate or other writing delivered by Seller pursuant hereto, shall, except as otherwise contemplated by this Agreement, any Collateral Agreement and any certificate or other writing delivered by Seller pursuant hereto, be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or Material Adverse Effect, as of the Closing Date as if made as of that date of this Agreement and (except to the extent such representations and warranties speak expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not hadearlier date), and would not reasonably be expected (iii) Seller shall have provided to have, Buyer a Material Adverse Effectcertificate signed by its President to the foregoing effect. (b) Seller shall have performed in all material respects all obligations required Seller’s delivery of the following items to be performed by it under this Agreement on Buyer at or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from SellerClosing, executed by an authorized officer of Seller, in form and substance reasonably satisfactory to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documentsBuyer: (i) the certificate copies of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organizationany Third Party Consents; (ii) a certificate copy of good standing dated within ten (10) days a resolution of Seller’s Board of Directors authorizing the Closing execution, delivery and performance of this Agreement and the Collateral Agreements, which resolutions shall be certified by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andSeller; (iii) a certificate of an officer copy of the Seller, given by each such officer on behalf consent of such Person number of Seller’s shareholders as is required by Colorado law and not in such officerby Seller’s individual capacityArticles of Incorporation, certifying as to authorizing the operating agreement execution, delivery and performance of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the Collateral Agreements; (iv) such other instruments of assignment, transfer and conveyance as Buyer shall reasonably request to transfer to and vest in Buyer all Seller’s right, title and interest in, to and under the Assets; (v) the keys to all locks located on or in the Assets (and any and all cards, codes, devices, usernames, passwords, internet addresses, or things necessary to access any of the Assets), which shall be surrendered on request to Buyer where such Assets are located; (vi) a xxxx of sale for the Assets in the form attached as Exhibit A hereto (the “Xxxx of Sale”) duly executed by Seller; (vii) an assignment agreement in the form attached as Exhibit B hereto transferring all of Seller’s right, title and interest in and to the Assets to Buyer (the “Assignment Agreement”) duly executed by Seller; (viii) an assignment agreement in the form attached hereto as Exhibit C hereto transferring all of Seller’s right, title and interest in and to Seller’s Intellectual Property to be transferred to Buyer pursuant to this Agreement to Buyer duly executed by Seller (the “IP Assignment”); (ix) the Employment Agreements in the form attached as Exhibit D duly executed by Xx. Xxxxxxx and Xx. XxXxxxx, as applicable; (x) this Agreement duly executed by Seller; and (xi) all the Schedules set forth herein. (c) No Material Adverse Effect shall have occurred to the Business or the Assets. (d) No litigation, dispute or Action challenging this Agreement or the transactions contemplated hereby and therebyherein or seeking to prohibit, alter, prevent or materially delay the Closing shall be pending or have been instituted by any Person before any court, arbitrator or Governmental Body. (e) The Seller Buyer shall have obtained (completed to its satisfaction the legal, financial and in business due diligence investigations of Seller, and such investigations shall not have revealed a material impairment of the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)Assets that is disclosed herein. (f) The Simultaneous with the deliveries referred to in this Section 3.2, Seller shall have delivered take or cause to be taken all such actions as may reasonably be required to put Buyer termination statements on Form UCC-3 or other appropriate releasesin actual possession and operating control of the Assets, which when filed will release any and all Liens on including the Station Assets relating to Intellectual Property. To the Indebtedness of Seller upon extent deliveries required under Section 3.2(b) are not made, Buyer, in its sole discretion, may waive such payment to the Seller’s lender. (g) The requirement; but if such requirement is not waived, Seller shall have cooperate in any reasonable arrangement proposed by Buyer designed to obtain for Buyer the material benefits and privileges of such deliveries not made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The All of the representations and warranties of the Seller made set forth in this Agreement Article IV hereof shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of material respects on the date of this Agreement and (except to the extent such representations on and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though if made on and as of the Closing Date, except, in both cases, Date (i) except for changes representations and warranties that expressly contemplated or permitted by this Agreement, or (ii) where any failure relate to a date earlier than the Closing Date which shall continue to be true and correct, individually or in correct as of the aggregate, has not hadspecified date, and would not reasonably be expected to have, a except for representations and warranties that contain Material Adverse EffectEffect or other materiality qualifications and the representations and warranties set forth in Section 4.07, which shall be true and correct in all respects). (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer No Action shall have received a certificate dated as of the Closing Date from been commenced against Buyer or Seller, executed by an authorized officer of Seller, to which would prevent the effect that the conditions set forth in this Section 10.03(a) Closing. No injunction or restraining order shall have been satisfiedissued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) Buyer From the date of this Agreement, there shall not have received occurred any Material Adverse Effect nor shall any event have occurred that, individually or in the following documents: (i) aggregate, with or without the certificate lapse of formation (or equivalent organizational document) for Sellertime, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) could reasonably be expected to result in a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyMaterial Adverse Effect. (e) The Seller All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedule shall have obtained (been received, and in executed counterparts thereof shall have been delivered to Buyer at or prior to the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)Closing. (f) The At least 80% of the employees listed in Section 6.04(a) of the Disclosure Schedule shall have accepted and executed offer letters provided by Buyer, provided that Buyer has offered all such employees offer letters in accordance with Section 6.04. (g) Buyer shall have received all Permits listed on Section 7.02(g) of the Disclosure Schedule. (h) All Encumbrances relating to the Purchased Assets (other than Permitted Encumbrances) that (A) are listed on Section 3.02(a)(vii) of the Disclosure Schedule or (B) were created after the date of this Agreement, shall have been released in full, and Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releaseswritten evidence, which when filed will in form satisfactory to Buyer in its sole discretion, of the release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderEncumbrances. (gi) The Seller shall have made, or stand ready at Closing delivered to make, Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries contemplated set forth in Section 2.08(b)(ii3.02(a). (j) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that the condition set forth in Section 7.02(a) and Section 2.08(b)(iii(b) has been satisfied (the "Seller Closing Certificate"). (k) Buyer shall have recived a transitional services agreement duly executed by Seller covering the transitional services listed in Exhibit G hereto (the “Transitional Services Agreement”). (l) Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably request and each Ancillary are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (a) The representations Seller Approvals and warranties Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect; (i) Each of the Seller made Fundamental Representations and Warranties and the representation and warranty contained in this Agreement Section 3.8(a) shall be true and correctcorrect in all respects, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effectexcept for any de minimis inaccuracies, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date) and (ii) each of the other representations and warranties of Seller contained in this Agreement shall be true in all material respects as of the date of this Agreement and as of the Closing, as if made at and as of that time (other than such representations and warranties that expressly address matters only as of a certain date, which need only be true as of such certain date) without giving effect to the words “material”, “material adverse effect” or “Material Adverse Effect”; (c) Seller shall have performed or complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by it at or before the Closing; (d) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, exceptcertifying that the conditions specified in Sections 7.1(b) and 7.1(c) have been fulfilled; (e) No Adverse Law or Order shall have occurred and be in effect; (f) the waiting period applicable to the consummation of the transactions contemplated hereby under any applicable Antitrust Laws shall have expired or have been terminated; (g) Seller shall have delivered to Buyer all of the documents, in both casescertificates and other instruments required to be delivered under, and otherwise complied with the provisions of, Section 2.3(b); (ih) for changes expressly contemplated or permitted by Since the date of this Agreement, or (ii) where any failure to be true and correctthere shall have been no occurrences that, individually or in the aggregate, has not hadhave had and continue to have, and or would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents:; and (i) The closing under the certificate Merger Agreement shall take place concurrently with the consummation of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyhereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement Fundamental Representations shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) respects as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date, except, in both cases, Date (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where except that any failure to such representations and warranties that are made as of a specified date shall be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectcorrect only as of such date). (b) Seller the representations and warranties set forth in Article III (other than the Fundamental Representations) shall have performed be true and correct (disregarding all qualifications or limitations as to “materiality”, “in all material respects” or “Material Adverse Effect” set forth therein) in all material respects as of the Closing Date as though such representations and warranties had been made on and as of the Closing Date (except that any such representations and warranties that are made as of a specified date shall be true and correct only as of such date). (c) the Company and the Member shall have duly performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement and the agreements contemplated hereby to be performed or complied with by him, her or it under this Agreement on or prior to or on the Closing Date. (cd) Buyer the Company shall have received a certificate dated as delivered (or caused to be delivered) each of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions closing deliverables set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization2.5(b); (iie) there shall not have occurred a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andMaterial Adverse Effect; (iiif) the Company shall have delivered to Buyer a certificate copy of an officer approval(s) from the Arizona Department of the SellerHealth Services and any other applicable Governmental Entity, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and for the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (the transfer of ownership of the Company and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releasesMarijuana Permits, which when filed will release approval(s) shall, as determined by Buyer in its reasonable discretion, be free of any and all Liens on uncured regulatory violations (the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender.“Arizona Transaction Approval”); and (g) The Seller Buyer shall not have sent a notice of termination or otherwise terminated either the Virginia Purchase Agreement or the SWC Arizona Purchase Agreement, and none of Cannabist or the sellers thereunder shall have made, or stand ready at Closing to make, the deliveries contemplated breached any provisions thereof in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementany material respect.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions to be consummated at the Closing is subject to the satisfaction (or waiver in writing by Buyer, if permissible under law) at or prior to the Closing Date of the following conditions: (a) PKI shall have (i) obtained (or caused to be obtained) all of the waivers, permits, consents, approvals or other authorizations and effected all of the registrations, filings and notices (collectively, the “Consents”) listed on Schedule 5.1(a) attached hereto, in form and substance reasonably satisfactory to Buyer and (ii) delivered evidence to Buyer that such Consent was obtained; (b) the representations and warranties of PKI set forth in Article II (other than the PKI Fundamental Representations) shall be true and correct (and the PKI Fundamental Representations shall be true and correct in all material respects) as of the Closing Date as if made as of the Closing Date, except (i) for changes contemplated or permitted by this Agreement or consented to by Buyer, (ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct or, in the case of the PKI Fundamental Representations, true and correct in all material respects, as of such date), and (iii) with respect to such representations and warranties other than the PKI Fundamental Representations, for failures of such representations and warranties to be true and correct as to matters that, in the aggregate, have not resulted in, and would not reasonably be expected to result in, a Business Material Adverse Effect; provided, however, that for the purposes of determining the accuracy of such representations and warranties (including the PKI Fundamental Representations) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; (c) PKI shall have performed or complied in all material respects with the agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing, except for Section 4.3(c) (which shall be performed and complied with in all respects as of and prior the Closing); (d) PKI shall have delivered to Buyer a certificate executed by a duly authorized officer of PKI certifying that each of the conditions specified in clauses (a) through (c) of this Section 5.1 is satisfied; (e) (i) no judgment, order (including a temporary restraining order), decree, stipulation or preliminary or permanent injunction (each, an “Order”) issued by any Governmental Entity shall be in effect, nor shall any statute, rule, regulation or order by any Governmental Entity be promulgated or enacted, which prevents the consummation of the transactions contemplated by this Agreement, and (ii) no action, suit or proceeding shall be pending by or before any Governmental Entity which would reasonably be expected to result in an Order that would prevent the consummation of the transactions contemplated hereby or cause the transactions contemplated by this Agreement to be rescinded following consummation; (f) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and the foreign Antitrust Laws listed on Schedule 5.1(f) shall have expired or otherwise been terminated and no agreement between Buyer and any Governmental Entity in the United States or in the jurisdictions listed on Schedule 5.1(f) to delay the consummation of the transactions contemplated by the Agreement allowing such Governmental Entity to complete its review of the proposed transactions shall remain in effect; (g) Buyer shall have received all of the items required to be delivered to it pursuant to Section 1.3(b); and (h) PKI shall deliver (or cause to be delivered) to Buyer extracts of the minutes of a duly held meeting of the directors (or a duly constituted committee thereof) of each of PKI and the Sellers: (A) approving the entry by PKI and the Sellers into the transactions contemplated by this Agreement and the Ancillary Agreements; and (B) authorizing the execution by PKI and the Sellers of this Agreement, the Ancillary Agreements and any other documents or agreements required to consummate the transactions contemplated by this Agreement shall and the Ancillary Agreements to be subject to delivered by PKI or the fulfillment or waiver, Sellers at or prior to the ClosingClosing and, of each of the following further conditions: (a) The representations where such entry and warranties of the Seller made in this Agreement shall be true execution is approved and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted authorized by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions committee of the board of directors (of PKI or equivalent governing body) the Sellers, an extract of the minutes of a duly held meeting of the directors constituting such Person authorizing this Agreement and committee or the transactions contemplated hereby and therebyrelevant extract thereof. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Initial Closing is also subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any one or more of which may be waived by Buyer: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all of its material obligations and agreements hereunder required to be performed by it under this Agreement on or prior to the Initial Closing; (b) the representations and warranties of Seller contained in Article IV of this Agreement and any certificate delivered pursuant hereto (other than Fundamental Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, shall be true and correct at and as of the Initial Closing Date.Date as if made at and as of the Initial Closing Date (other than such representations and warranties that by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (c) Buyer the Fundamental Representations of Seller contained in Article IV of this Agreement, without giving effect to materiality, Material Adverse Effect or similar qualifications, shall have received a certificate dated be true and correct in all material respects at and as of the Initial Closing Date from Selleras if made at and as of the Initial Closing Date (except for (i) de minimis inaccuracies and (ii) such representations and warranties that by their terms address matters only as of another specified date, executed by an authorized officer which shall be true and correct only as of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.such date); (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releasesa certificate signed by an officer of Seller, which when filed will release any and all Liens on dated the Station Assets relating Initial Closing Date, certifying that, to the Indebtedness knowledge and belief of Seller upon such payment to officer, the Seller’s lender.conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c) have been fulfilled; (e) since the date of this Agreement, there has not been a Material Adverse Effect that is continuing; (f) the Conversions shall have been completed; (g) The Seller shall have madedelivered to Buyer a written acknowledgment (which may be in the form of an email) from the landlord under the Palm Desert Lease, which acknowledges (i) the extension of the current term of the Palm Desert Lease through November 30, 2023, and (ii) that such extended term is subject to the terms and conditions set forth in the Palm Desert Lease (as currently amended); and (h) Seller shall have delivered to Buyer (i) a duly executed consent from the landlord under the Raleigh Lease in respect of the transactions contemplated by this Agreement in the form attached hereto as Exhibit H, with such modifications as may be approved in writing by Buyer (such approval not to be unreasonably withheld, conditioned or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(iidelayed) and Section 2.08(b)(iii(ii) and each Ancillary Agreementa duly executed letter agreement in respect of the tenant improvement allowance under the Raleigh Lease in the form attached hereto as Exhibit I, with such modifications as may be approved in writing by Buyer (such approval not to be unreasonably withheld, conditioned or delayed).

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made Sellers contained in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect, as ) or in all material respects (in the case of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to any representation or warranty not qualified by materiality or Material Adverse Effect, as of such earlier date) on and as of the Closing Date as though made date hereof and on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to the accuracy of which shall be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectdetermined as of that specified date). (b) Seller The Sellers shall have duly performed and complied in all material respects with all obligations agreements and covenants required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) All approvals, consents and waivers that are listed on Schedule 4.3 shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, would reasonably be expected to result in a Material Adverse Effect; (e) There shall not have occurred a greater than three percent (3%) decrease in the Room Count between Interim Franchise Agreement List and the updated list to be provided at Closing pursuant to Section 2.8(c); (f) The Sellers shall have delivered to Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.2(a). (g) The Sellers shall have (i) delivered to Buyer executed payoff letters with respect to all Encumbrances relating to the Purchased Assets, other than Permitted Encumbrances or (ii) caused such Encumbrances to be released. (h) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of each Seller, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) has been satisfied (the “Sellers’ Closing Certificate”). (i) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by Secretary or an authorized officer Assistant Secretary (or equivalent officer) of Seller, to the effect that the conditions set forth in this Section 10.03(aeach Seller certifying (1) have been satisfied. (d) Buyer shall have received the following documents: (i) copies of the certificate of formation (or equivalent organizational document) for Sellerincorporation, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a by-laws, certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized formation, operating agreement or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf other organizational documents of such Person and not in such officer’s individual capacity, certifying as to the operating agreement Seller; (2) copies of such Person and as to all resolutions of adopted by the board of directors (or equivalent governing body) directors, board of managers and/or equity holders of such Person Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (3) the names and signatures of the officers of each Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (ej) The Seller Buyer shall have obtained received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) with respect to each Seller organized under the laws of the State of Florida (and in collectively, the case “FIRPTA Certificates”) certifying that each such Seller is not a foreign person within the meaning of an affirmative consent) and delivered Section 1445 of the consents to assignment listed on Schedule 10.03(e)Code duly executed by each Seller. (fk) The Seller Sellers shall have delivered to Buyer termination statements on Form UCC-3 such other documents or other appropriate releases, which when filed will release any instruments as Buyer reasonably requests and all Liens on are reasonably necessary to consummate the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Option closing is subject to the fulfillment or waiversatisfaction, at on or prior to the ClosingOption Closing Date, of each of the following further conditions:, any of which may be waived by Buyer in writing (the “Buyer Closing Conditions”): (a) The Seller shall be in compliance in all material respects with its obligations under this Article 14, the representations and warranties of the Seller made in this Agreement under Section 14.6 shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of Option Closing Date and there shall be no differences between the Disclosure Schedules originally delivered to Buyer under Section 14.4(a) and the Disclosure Schedules delivered to Buyer under this Agreement and Section 14.3(b) (except provided that, to the extent that any such difference with respect to any such representation or warranty is reflected in an adjustment to the Option Purchase Price under Section 14.3(b), the condition set forth in this Section 14.10(a) shall be deemed satisfied). If a dispute arises between Buyer and Seller with respect to the satisfaction or non-satisfaction of the Buyer Closing Condition set forth in this Section 14.10(a), such dispute shall be exclusively resolved pursuant to Article 12 if it relates to Seller’s compliance with its obligations under Article 14 and by an adjustment to the Option Purchase Price under Section 14.3(b) if it relates to Seller’s representations and warranties. If such dispute is resolved in favor of Buyer, Seller shall supplement the Disclosure Schedules as necessary to make the representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers correct and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as supplemental disclosure may result in a reduction of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure Option Purchase Price pursuant to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse EffectSection 14.3(b). (b) Seller shall have performed in all material respects all obligations applicable Seller Closing Actions and other actions required to be performed by of it under this Agreement on or prior to hereunder in connection with the Closing DateOption closing. (c) There shall be no (i) injunction, restraining order or similar order of any material nature by any governmental authority of competent jurisdiction over the parties that directs that the Option closing not be consummated, or that the operation or sale and delivery of the output of the Project not continue, or (ii) action taken, or law enacted, promulgated or deemed applicable to the Option closing or the continued operation of the Project, by any governmental authority of competent jurisdiction over the parties that would render the purchase and sale of Seller’s Project Assets from Seller to Buyer, or the continued operation or sale and delivery of the output of the Project by Buyer, illegal. (d) Buyer and Seller shall have received all required regulatory approvals of all governmental authorities required to be obtained in connection with the consummation by Buyer and Seller of the Option closing (including all necessary approvals by FERC under Section 203 of the Federal Power Act), except those the failure of which to obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the parties to consummate the Option closing or otherwise perform their obligations hereunder, or a material adverse effect on the ability of Buyer to operate, maintain and beneficially use the Project. For the avoidance of doubt, Buyer shall be not be obligated to consummate the Option closing without receipt of a final, nonappealable approval from the CPUC of Buyer’s acquisition of the Project Assets and rate recovery for the costs of such acquisition and for the costs of Buyer’s operation of the Project, in a form that is acceptable to Buyer in its sole discretion. (e) Buyer and Seller shall have received all consents and approvals of all third parties necessary for the consummation by Buyer and Seller of the Option closing, except those the failure of which to obtain would not have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the Option closing or otherwise perform their obligations hereunder, or a material adverse effect on the ability of Buyer to operate, maintain and beneficially use the Project. (f) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed on its behalf by an authorized officer of Seller, dated the Option Closing Date, to the effect that Seller’s representations and warranties under Section 14.6 are true and correct in all material respects. (g) Title to the conditions Project shall be free and clear of all liens other than Permitted Liens (provided that to the extent that such non-compliance has been cured or has been resolved by an adjustment to the Option Purchase Price under Section 14.3(b), the condition set forth in this Section 10.03(a14.10(g) have been shall be deemed satisfied). (dh) Buyer The Option Purchase Price shall have received been mutually agreed by the following documents:Parties or otherwise determined in accordance with Section 14.3(b). (i) There shall exist no Force Majeure event that is uncured and continuing or Casualty Event (as defined below) that has not been resolved in accordance with the certificate provisions of formation (or equivalent organizational document) for SellerSection 14.14, certified by which in any such case has a material adverse effect on the Secretary ability of State of Buyer to operate, maintain and beneficially use the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyProject. (ej) The Seller A title company of Buyer’s choice shall be irrevocably committed to issue, conditioned only upon payment by Buyer of its regularly scheduled or agreed premiums, an extended coverage owner’s policy of title insurance based upon a recent ALTA survey, including such endorsements as Buyer may reasonably require, insuring Buyer in the amount of the Option Purchase Price, that as of the Option Closing Date, title to the Site (in fee, leasehold, or easement, as applicable) is vested in Buyer, subject only to those exceptions that are Permitted Liens and such additional exceptions as shall have obtained (and been caused or approved by Buyer or which individually or in the case aggregate do not have a material adverse effect on Buyer’s ownership or operation of an affirmative consent) the Project after the Option Closing Date; provided that the premiums and delivered the consents to assignment listed on Schedule 10.03(e)other charges for all such title insurance shall be payable solely by Buyer. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction (or waiver, at or prior to the Closing, of each waiver in writing by Buyer in its sole discretion) of the following further conditions: (a) The Each of the representations and warranties of made by the Seller made Shareholders in this Agreement that is qualified by materiality shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of the date Closing and each such representation and warranty that is not so qualified shall be true and correct in all material respects as of this Agreement and (the Closing, except to the extent that such representations and warranties speak as of refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of such earlier date. (b) as of The Company and the Closing Date as though made on Shareholders shall have performed or complied in all material respects with all obligations and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted covenants required by this AgreementAgreement to be performed or complied with at or prior to the Closing. (c) No event has occurred that has had, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), operations, prospects or results of operations of the Company. (bd) Seller The Company shall have performed in all material respects all obligations required caused to be performed completed an audit of the Financial Statements for the years ended 2011 and 2012. (e) The Company shall have no Liabilities except (i) those which are adequately reflected or reserved against in the Financial Statements dated as of September 30, 2013 or the Net Working Capital; (ii) the €500,000 payment obligation owed under the ProteoSys Agreement; (iii) any amounts payable in connection with loans made by it under this Agreement on any of the Shareholders to or for the benefit of the Company; and (iv) those Liabilities which would bring the Company, as of the Closing, below the Net Working Capital in the minimum amount of US$1,400,000. (f) On or prior to the Closing Date. (c) , Buyer shall have received a certificate the following: (i) certificates dated as of the Closing Date from Seller, executed by an authorized officer signed on behalf of Seller, the Company and each Shareholder to the effect that the conditions set forth in this Section 10.03(aSections 7.2(a), 7.2(b) and 7.2(c) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days copy of the Closing Organizational Documents of the Company, certified by the Secretary or Assistant Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andCompany; (iii) the Books and Records; (iv) the extract from the criminal and debt enforcement registers (“Betreibungsregisterauszug”), dated as of a certificate of an officer date not earlier than one month prior to the Closing; (v) the Financial Statements prepared in accordance with Section 4.4(a). (vi) a statement setting forth the estimated Net Working Capital of the Seller, given by each such officer on behalf Company at Closing to be prepared in accordance with Section 4.4(b); (vii) a copy of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person the Company authorizing this Agreement and the transactions contemplated hereby and thereby.transfer of the Company Shares; (eviii) The Seller shall have obtained (and in evidence regarding the case termination of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e).Investor Agreements; (fix) The Seller shall have original letter of resignation of all members of the board of directors of the Company, to be effective as of the next extraordinary general meeting of the Company; (x) a copy of the Buyer SPA, executed by the participating Shareholders; (xi) a copy of the Board Observer Agreement, executed by the Shareholders; (xii) a copy of the Joinder, executed by the Shareholders; (xiii) a copy of the Lockup Agreement, executed by the Shareholders; (xiv) a copy of the Proxy Agreement, executed by the Shareholders; (xv) a copy of the ProteoSys Amendment, executed by the parties thereof; and (xvi) all agreements and other documents required to be executed and delivered to Buyer termination statements on Form UCC-3 pursuant to this Agreement at or other appropriate releases, which when filed will release any prior to the Closing (including stock certificates for all outstanding shares of capital stock of the Company and all Liens on other certificates, documents and instruments required to be delivered to Buyer at the Station Assets relating Closing pursuant to the Indebtedness of Seller upon such payment to the Seller’s lenderSection 2.3(b)). (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions to be consummated at the Closing is subject to the satisfaction or waiver in writing by Buyer, if permissible under Law, at or prior to, and as of, the Closing, of the following conditions: (a) the Seller Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on the Closing Date (provided that the Seller Fundamental Representations made as of a specified date shall be true and correct in all material respects only as of such specified date) (without regard to any materiality, “AS&O Business Material Adverse Effect,” or similar qualifications therein); and the representations and warranties of GB Ltd. contained in Article III (other than the Seller Fundamental Representations) shall be true and correct as of the date of this Agreement and as of the Closing as though made on the Closing Date (provided that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), except where the failure to be so true and correct (without regard to any materiality, “AS&O Business Material Adverse Effect” or similar qualifications therein) would not have an AS&O Business Material Adverse Effect; (b) GB Ltd. shall have performed or complied in all material respects with the agreements and covenants required to be performed or complied with by it under this Agreement prior to the Closing; (c) there shall have occurred no AS&O Business Material Adverse Effect, or change, effect or circumstance that would reasonably be expected to have an AS&O Business Material Adverse Effect, since the date of this Agreement; (d) GB Ltd. shall have delivered to Buyer a certificate executed by a duly authorized officer of GB Ltd. certifying that each of the conditions specified in clauses (a), (b) and (c) of this Section 6.2 is satisfied; (e) Buyer shall have received all of the items required to be delivered to it pursuant to Section 2.3(b); (f) the AS&O Product Supply Agreement and the Non-AS&O Product Supply Agreement shall each be in full force and effect, other than any failure of either agreement to be in full force and effect as a sole result of Buyer’s breach thereof; (g) GB Ltd. shall deliver, or cause to be delivered, to Buyer (i) resolutions of the board of directors or other governing body or (ii) an action by written consent of the directors or other governing body of each of the Sellers: (A) approving the entry by such Seller into the transactions contemplated by this Agreement and the Ancillary Agreements to which such Seller is a party and (B) authorizing the execution by such Seller of this Agreement, if applicable, the Ancillary Agreements to which such Seller is a party and any other documents or agreements required to consummate the transactions contemplated by this Agreement shall and the Ancillary Agreements to be subject to delivered by the fulfillment or waiver, Sellers at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iiih) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller GB Ltd. shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate customary payoff letters (which will including any customary related Lien releases), which when filed will release any in each case, in form and substance reasonably acceptable to Buyer, with respect to all Liens on Indebtedness for borrowed money of the Station Assets relating to AS&O Business, including the Indebtedness Acquired Companies, outstanding as of Seller upon such payment to the Seller’s lenderClosing. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The Unless waived by Buyer in writing, the obligations of Buyer to consummate purchase the transactions contemplated by this Agreement shall be Assets are subject to the fulfillment satisfaction on or waiverprior to the Closing Date of each of the following conditions: Seller shall have delivered to Buyer the documents and items identified in Section 6.2 hereof. Seller shall have complied in all material respects with the covenants, agreements and conditions of Seller contained herein to be performed at or prior to the Closing, of each closing. The transactions contemplated under the SPA shall have closed in accordance with the terms of the following further conditions: (a) Merger Agreement and the documents and other instruments attached to or referred to in the SPA shall have been executed and delivered. The representations and warranties of the Seller made in this Agreement contained herein shall be true and correct, disregarding correct in all qualifiers material respects on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date with the same effect as though made on and as of the Closing DateDate and all actions, exceptproceedings, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true instruments and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations documents required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing carry out this Agreement and the transactions contemplated hereby and thereby. all related legal matters contemplated by this Agreement shall have been approved by counsel for Buyer, and such counselshall have received on behalf of Buyer such other certificates, opinions, and documents in form satisfactory to counsel for Buyer, as Buyer may reasonably require from Seller to evidence compliance with the terms and conditions hereof as of the closing and the correctness as of the closing of the representations and warranties of Seller. Except as provided in Section 9.3 below, Buyer shall have received (i) all health, restaurant, food, liquor and other governmental licenses, permits and approvals necessary or appropriate, in the reasonable judgment of the Buyer, to the continued operation and management of the Restaurant, and (ii) all required authorizations, waivers, consents and permits to permit the continuation of the business of the Restaurant and the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Buyer, from all third parties, including, without limitations, applicable governmental authorities, regulatory agencies, Seller's lessors, lenders, the holders of any mortgages or other liens on the Location and contract parties, required in connection with the transfer of Assets or Seller's contracts, permits, leases, licenses and franchises, to avoid a breach, default, termination, accelerations or modification of anyagreement, contract, instruments, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award binding on Seller or otherwise applicable to the Restaurant as a result of, or in connection with, the execution and performance of this Agreement or as a result of any action taken by any party holding a mortgage, lien or other encumbrance on the Location. Buyer shall diligently and in good faith undertake to obtain the approvals, licenses and other matters referred to in subsection (e) The of this Section 9.2. Seller shall have obtained (and reasonably cooperate with the Buyer in the case performance by the Buyer of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)its obligations hereunder. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or waiver, waiver by Buyer) at or prior to the Closing, of each Closing Date of the following further conditions: (a) The the representations and warranties of the Seller made contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correctcorrect in all material respects (or, disregarding all qualifiers with respect to any representations and exceptions relating to materiality or warranties that are qualified by Material Adverse Effect, as materiality or words of similar import contained in such earlier daterepresentations or warranties, in all respects) as of the Closing Date as though made on and as of the date hereof and as of the Closing Date, except, in both cases, as if made as of the Closing (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to except that the representations and warranties that are made as of a specific date need be true and correct, individually or in the aggregate, has not hadcorrect only as of such date), and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as from Seller signed by an officer thereof with respect to the foregoing; (b) the covenants and agreements of Seller to be complied with or performed at or prior to the Closing Date shall have been duly complied with or performed in all material respects. Buyer shall have received a certificate from Seller, executed Seller signed by an authorized officer of Seller, thereof with respect to the effect that the conditions set forth in this foregoing; (c) Seller shall have delivered all documents required to be delivered by Seller pursuant to Section 10.03(a) have been satisfied.3.2; (d) Buyer no Material Adverse Effect shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organizationoccurred; (iie) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standingRefitting Project shall have been completed; and (iiif) a certificate of an officer of if the SellerClosing shall not have occurred prior to April 15, given by each such officer on behalf of such Person and not in such officer’s individual capacity2006, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (made any quarterly contribution with respect to the Propex Fabrics Inc. Cash Value Retirement Plan and in the case of an affirmative consent) Propex Fabrics Inc. Cash Balance Retirement Plan to the extent required by Law to be made no later than April 15, 2006, and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered provided evidence reasonably satisfactory to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon that such payment to the Seller’s lendercontribution has been made. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. (a) The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Pre- Closing Date of the following further additional conditions: (ai) The Buyer shall have entered into the Financing Agreements; (ii) Buyer shall have received binding and irrevocable tenders and consents from the holders of not less than 75% of the Subsidiary's outstanding 10f% Senior Secured Notes due 2001 (the "Senior Notes") to sell their Senior Notes to Buyer and to consent to such amendments to or waivers under the Indenture under which the Senior Notes were issued as Buyer determines are necessary to facilitate the Financing (such tender offer and consent solicitation, collectively, the "Senior Note Tender Offer"); (iii) Buyer shall received executed Settlement Agreement and Releases in the form of Annex B hereto from franchisees of the Subsidiary and related investors accounting for at least 80% of the Subsidiary's franchisees, excluding for such purposes the franchisees owned or controlled by any of the Sellers or other significant franchisees that have already been received; (iv) the Company shall have provided to Buyer the information necessary to permit the calculation of any adjustments pursuant to Section 1.2(b); (v) the Company shall have provided evidence reasonably satisfactory to Buyer that all of the Warrants have been cancelled consistent with Section 1.5 and that the Affiliate Arrangements identified on Schedule 6.2(a)(v) other than the Franchise Agreements for franchisees in which Xx. Xxxx is an investor, as amended in accordance with Annex B hereto, have been terminated effective not later than the Closing Date with no additional amounts payable thereunder by the Company or the Subsidiary; and (vi) the Company and the Sellers shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement required to be performed and complied with by it or them at or prior to the Closing Date, the representations and warranties of the Seller made Company and the Sellers set forth in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Pre-Closing Date as though made on at and as of the Pre-Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to there shall not have occurred and be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, continuing a Material Adverse Effect, and Buyer shall have received a certificate to the foregoing effect signed by an authorized officer of the Company. (b) The obligation of Buyer to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (i) the delivery to it of the Escrowed Seller Documents and the Escrowed Company Documents; and (ii) the Company and the Sellers shall have performed and complied with in all material respects all obligations the covenants and agreements contained in this Agreement required to be performed and complied with by it under this Agreement on or them at or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect[Reserved]. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date[Reserved]. (c) Buyer shall have received a certificate dated as and, acting reasonably, be satisfied with the results of the Closing Date from due diligence conducted by its legal counsel on Seller, executed by an authorized officer ’s ownership of Seller, the Shares and the Company’s ownership of its owned real properties and rights and obligations relating to the effect that the conditions set forth in this Section 10.03(a) have been satisfiedits leased real properties. (d) Buyer shall have received committed financing to complete the following documents:transactions contemplated by this Agreement (including Buyer’s obligation to satisfy the Cash Consideration on the Closing Date) on or before the Drop Dead Date. (e) The representations and warranties of Seller contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of March 10, 2014, and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (f) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (g) No Action shall have been commenced against Buyer, Seller, Xxxxxxxx or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (h) All Required Consents shall be in form and content reasonably acceptable to Buyer, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing. (i) Since March 10, 2014, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (j) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (k) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(e) and Section 7.02(f) have been satisfied. (l) Seller, Xxxxxxxx or the Company shall have obtained payoff letters, in forms reasonably satisfactory to Buyer with respect to the payoff amounts as of the Closing Date for the Indebtedness identified on Exhibit B and releases of any Encumbrances granted in connection with such Indebtedness held by third parties, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), such holder shall release its Encumbrances and other security interests in, and agree to execute or authorize the execution of Uniform Commercial Code termination statements necessary to release of record its Encumbrances and other security interest in, the assets, properties and securities of Xxxxxxxx or the Company. (m) Buyer shall have received a certificate of formation the Secretary or an Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (en) The Seller Buyer shall have obtained received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and in signatures of the case officers of an affirmative consent) Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fo) The Buyer shall have received resignations of the directors and officers of Xxxxxxxx and the Company pursuant to Section 5.04. (p) Seller shall have delivered to Buyer termination statements on Form UCC-3 a certificate of good standing and existence for Seller, Xxxxxxxx and the Company from the secretary of state or other appropriate releases, similar Governmental Authority of the jurisdiction under the Laws in which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lendereach is organized. (gq) The Seller and the Company shall have obtained extensions or renewals of all leases of Real Property that have expired or which will expire within two (2) months of the Closing Date, in form and content reasonably acceptable to Buyer. (r) Seller shall have madedelivered to Buyer a certificate in form and substance reasonably acceptable to Buyer pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code. (s) Seller shall have delivered, or stand ready caused to be delivered, to Buyer stock certificates evidencing the Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed and stock certificates evidencing the Company Shares, free and clear of Encumbrances, evidencing Xxxxxxxx as the owner of the Company Shares. (t) Seller shall have delivered to Buyer an executed copy of the pooling agreement reasonably acceptable to Seller that Buyer’s financing source requires Buyer and Seller to execute at Closing Closing. (u) Seller shall have delivered to make, Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The Notwithstanding ---------------------------------- any other provision of this Agreement, the obligations of Buyer to consummate the Agreement and the other transactions contemplated by this Agreement hereby shall be subject to the fulfillment or waiversatisfaction, at or prior to the ClosingClosing Date, of each of the following further conditions: (a) There shall not be instituted and pending or threatened any Action (i) challenging the Agreement or otherwise seeking to restrain or prohibit the consummation of the transactions contemplated hereby, or (ii) seeking to prohibit the direct or indirect ownership or operation by Buyer of all or a material portion of the business or assets of the Company, or to compel Buyer or the Company to dispose of or hold separate all or a material portion of the business or assets of the Company or Buyer. (b) The representations and warranties of the Seller made each Shareholder in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made material respects on and as of the Closing Date with the same effect as if made on the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, Company and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller each Shareholder shall have performed in complied with all material respects covenants and agreements and satisfied all obligations required conditions on the Company's or his or her part, as applicable, to be performed by it under this Agreement or satisfied on or prior to the Closing Date. (c) Buyer shall have received from each Shareholder a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to in substantially the effect that the conditions set forth in this Section 10.03(a) have been satisfiedform attached as Annex B ------- hereto. (d) Buyer shall have received a certificate of the following documents:Officers of the Company in substantially the form attached as Annex C hereto certifying ------- that the Closing Completion Schedule is true and correct as of the Closing Date. (f) Xxxxxx, Darlington and Xxxx Xxxxx ("Xxxxx") shall each ----- have entered into an Employment Agreement with the Company substantially in the form attached hereto as Annex E, Annex F and Annex G, respectively. ------- ------- ------- (g) Buyer shall be satisfied, in its sole discretion, that the issuance of Buyer Common Stock to the Shareholders in connection with the Agreement shall be exempt from the registration and prospectus delivery requirements of the Securities Act. (h) Buyer shall have received reasonable assurances from those employees, if any, of the Company that may be identified by Buyer in its discretion that they will remain in the employ of the Company for a reasonable period of time after the consummation of the transactions contemplated hereby. (i) All authorizations, consents, waivers and approvals by or from third parties required for the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State consummation of the applicable jurisdiction transactions contemplated hereby shall have been obtained and all Liens on the assets and properties of organization;the Company set forth on Schedule 6.01(j) shall have been released or terminated. (iij) No act, event or condition shall have occurred after the date hereof which Buyer determines has had or could reasonably be expected to have a certificate of good standing dated within ten Material Adverse Effect. (10k) days Buyer shall have concluded (through its representatives, agents, accountants, legal counsel and other experts) satisfactorily an investigation, including without limitation a legal and financial review, of the Closing by Company and shall be satisfied in its sole discretion with the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andresults thereof. (iiil) a certificate of an officer The amount of the Seller, given by each such officer on behalf "Balance of such Person and not Profit to Be Recognized" as set forth in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions Closing Completion Schedule shall equal or exceed the amount of the board "Balance of directors Profit to Be Recognized" as set forth in the Opening Completion Schedule. (or equivalent governing bodym) Each of such Person authorizing this the Key Employees shall each have entered into an Employment Agreement in substantially the form attached hereto as Annex H, ------- Annex I and Annex J hereto. ------- ------- (n) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and therebyall certificates, opinions, agreements, instruments, releases and documents referenced herein or incident to the transactions contemplated hereby shall be in form and substance reasonably satisfactory to Buyer and its counsel. (eo) The Seller Buyer shall have entered into financing arrangements upon terms and conditions satisfactory to it, in its discretion, and obtained (and in all necessary consents from its lenders to enable Buyer to enter into the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)transactions contemplated herein. (fp) The Seller Company shall have delivered to Buyer termination the unaudited June Balance Sheet, and the related unaudited statements on Form UCC-3 or other appropriate releasesof income, which when filed will release any shareholders' equity and all Liens on cash flows for the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderperiod then ended. (gq) The Seller Buyer shall have made, or stand ready at received a Completion Schedule dated as of the Closing Date in form and substance reasonably satisfactory to makeBuyer and its counsel. (r) Xxxxxx and Xxxxx shall each have repaid all Indebtedness owed to the Company by Xxxxxx and Xxxxx. (s) Buyer, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) Escrow Agent and each Ancillary Agreement.of the Shareholders shall have entered into the Escrow Agreement in substantially the form attached hereto as Annex A hereto. -------

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or satisfaction prior to and at the Closing, Closing Date of each of all the following further conditions: (a) The All representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and correct as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.; (b) Seller shall have performed in and satisfied all material respects all obligations terms, covenants and conditions required by this Agreement to be performed or satisfied by it under this Agreement on or prior to the Closing Date; c) Seller shall have tendered and delivered the required documents and instruments at the Closing as set forth in Section 7.2 of this Agreement; d) Buyer shall be satisfied that it can procure from Seller's vendors or other third parties, if any, all of those certain items not produced by Seller and which are necessary or convenient for the proper manufacture, development, use, maintenance, sale, operation and repair of the Products as required by the Contracts, and on terms and conditions consistent with past practice; e) Buyer shall have met with appropriate representatives of its choice of customers, potential customers, vendors, suppliers and other parties to the Contracts as Buyer deems necessary, and Buyer shall be satisfied that such parties are willing to continue to do business with Buyer after the Closing on terms and conditions consistent with the Contracts and/or otherwise consistent with past practice; f) Seller's Tooling and Equipment shall have demonstrated to Buyer's satisfaction that it is in good operating condition, fully functional, and capable of using, testing, storing, and handling the Intellectual Property and the manufacture, development, use, maintenance, sale, operation, and repair of the current Products and continuation of Division research, development and other technical efforts, in full compliance with all applicable technical specifications of customer and/or Seller, and the Contracts and customer requirements, and has an aggregate value of at least that set forth in Section 7.3(a); g) Buyer shall be satisfied that the Inventory is in good, marketable, and merchantable condition, with an aggregate value of at least that set forth in Section 7.3(a); h) Buyer shall have determined to its satisfaction that the current Products and all Division research, development and other technical efforts have fully satisfied all customer and/or Seller qualification tests, standards and requirements applicable to such Products and the Contracts, and that all consents, assignments and novations have been obtained with respect to the Contracts, or will, to Buyer's satisfaction, be obtained regarding the FAA Contract; i) Seller's employees listed on Exhibit G continue to be employed full time by Seller prior to the Closing Date, and Buyer receives adequate assurances such Employees will continue to be employed by Seller during and subject to the period of the Transition Services Agreement, with all obligations relating to such employees' employment with Seller at all times being retained by Seller; j) Buyer shall be satisfied that the Intellectual Property is sufficient for Buyer's purposes, has not been disclosed to, used by or infringed by any third party, and is fully sufficient for the proper manufacture, development, use, maintenance, sale, test, operation and repair of the current Products, and the continuation of research, development and other technical efforts. k) Buyer shall be satisfied with the results of investigation of the claims described in Section 3.13 and other due diligence, and that liens have been released and consents of Seller's lender has been obtained; l) The Transition Services and other agreements (cif any) which are Exhibits hereto, are completed and signed by Seller; m) The insurance to be provided pursuant to Section 8.4 shall be maintained in full force and effect; n) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, written approval (or with respect to the effect FAA Contract, shall be satisfied that written approval will be received) from all appropriate government agencies, industry organizations and/or other third parties to authorize the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate transfer, assignment and/or novation without restriction of formation (or equivalent organizational document) for Sellerall certifications, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Sellerauthorities and other governmental, given by each such officer on behalf of such Person industry and/or third party approvals and not in such officer’s individual capacity, certifying as recognitions with respect to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement Products and the transactions contemplated hereby and therebyAssets to Buyer. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The All representations and warranties of the Seller made Members and Green set out in this Agreement Agreement, the Related Agreements and any certificate or other writing delivered pursuant hereto or thereto shall be true and correct, disregarding accurate in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing DateDate with the same effect as though made at and as of such date, except, in both cases, (i) for changes expressly contemplated or permitted except those representations and warranties qualified by this Agreement, or (ii) where any failure to a materiality qualification which shall be true and correct, individually or correct in all respects as of the aggregate, has not had, date hereof and would not reasonably be expected to have, a Material Adverse Effecton and as of the Closing Date with the same effect as though made at and as of such date. (b) Seller The Members shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Related Agreements to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) The Related Agreements (other than this Agreement) to which the Members or their respective Affiliates are a party shall have been executed and delivered by such parties and true and complete copies thereof shall have been delivered to Buyer. (d) The Missouri and Oklahoma Closing Documents shall have been executed and delivered by Missouri Wellness LLC and Cormac Investments, LLC, as applicable, and true and complete copies thereof shall have been delivered to Buyer. (e) No Claim shall have been commenced against Buyer or the Members, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (f) All approvals, consents and waivers that are listed in Section 4.26 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing. (g) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (h) The Buyer shall have received a certificate certificate, dated as of the Closing Date from Sellerand signed by the Members’ Representative, executed by an authorized officer that each of Seller, to the effect that the conditions set forth in this Section 10.03(aSections 7.2(a) and 7.2(b) have been satisfied. (di) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State resignations of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days directors and officers of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified Acquired Companies pursuant to do business as to their good standing; and (iii) a certificate of an officer of the SellerSection 6.9, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyif applicable. (ej) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller Members shall have delivered to Buyer termination statements on Form UCC-3 a certificate of status (or other appropriate releases, which when filed will release any and all Liens on its equivalent) for each of the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderAcquired Companies. (gk) The Seller Members shall have made, delivered to Buyer such other documents or stand ready at Closing instruments as Buyer reasonably requests and are reasonably necessary to make, consummate the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made contained in this Agreement ARTICLE III and ARTICLE IV shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) material respects as of the Closing Date with the same effect as though made on at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date), except where the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually correct due to an event or in occurrence that arises between the aggregate, has not had, date hereof and Closing would not reasonably be expected to have, have a Material Adverse Effect. (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer shall have received a certificate certificate, dated as of the Closing Date from and signed by Seller, executed by an authorized officer that each of Seller, to the effect that the conditions set forth in this Section 10.03(a7.02(a) and Section 7.02(b) have been satisfied. (d) Buyer shall have received the following documents: (i) the a certificate of formation the Secretary or an Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified by the Secretary of State each member of the applicable jurisdiction Company Group certifying the articles of organization; (ii) a certificate of good standing dated within ten (10) days incorporation, bylaws, names and signatures of the Closing by the Secretary of State officers of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer member of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as Company Group authorized to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing sign this Agreement and the transactions contemplated hereby and therebyother documents to be delivered hereunder. (e) The Seller shall have obtained (delivered, or caused to be delivered, to Buyer stock certificates evidencing the Shares and all Subsidiary Shares, free and clear of Encumbrances, and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank. (f) The Seller shall have delivered, or caused to be delivered, to Buyer original corporate record books of each member of the Company Group. (g) Seller shall have delivered to Buyer termination statements a non-foreign person affidavit from Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code. (h) Seller shall have caused to be delivered to Buyer duly executed Payoff Letters from each of the holders of the Funded Outstanding Indebtedness. (i) Seller shall have delivered to Buyer a non-competition and non-solicitation agreement among Seller and Buyer in the form attached hereto as Exhibit B (the “Non-Competition Agreement”), duly executed by Buyer; (j) Sellers shall have delivered to Buyer tax balance certificates from; (i) IMSS (Mexican Social Security Institute - Instituto Mexicano de Seguro Social), (ii) INFONAVIT (National Housing Fund - Instituto del Fondo National de Vivienda), SAT (Tax Administration Services - Servicio de Administración Tributaria) and Xxxxxxxxxx xx Xxxxxxxxxx x Xxxxxxxx xxx Xxxxxx de Baja California y Queretaro (Ministry of Planning and Finance for the States of Baja California and Queretaro). Each such certificate to have been issued by the relevant Governmental Authority within thirty (30) days of the Closing. (k) The Company shall have reached verbal agreements in principal on Form UCC-3 or other appropriate releasesthe terms of employment with Xxxxx Xxxxxx, which when filed will release Xxxx Xxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxx consistent with historical levels of compensation. (l) If any Lease applicable to any leased Real Property requires the landlord’s consent prior to consummating the transaction contemplated by this Agreement, Seller shall have timely obtained such consent and provided a copy thereof to Buyer. If any Lease applicable to any leased Real Property requires notice be provided to the landlord thereunder prior to consummating the transaction contemplated by this Agreement, Seller shall have timely provided such notice in accordance with the provisions of the applicable Lease and shall provide a copy thereof to. (m) There has been no Material Adverse Effect since the date of this Agreement. (n) Seller shall deliver to Buyer a written resignation, effective as of the Closing Date, of any and all Liens on officer and director positions of the Station Assets relating to the Indebtedness of Seller upon such payment to the Company Group held by Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Sub-Agreements shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made Company contained in this Agreement Article III shall be true and correctcorrect in all material respects as of the Closing Date with the same effect as though made at and as of such date, disregarding except (i) those representations and warranties that address matters only as of a specified date, which shall be true and correct in all qualifiers material respects as of that specified date, (ii) representations and exceptions relating warranties that have qualifications as to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties Effect shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or correct in all respects and (iii) the aggregate, has not had, Company Group Fundamental Representations shall be true and would not reasonably be expected to have, a Material Adverse Effectcorrect in all respects. (b) Seller The Company shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer shall have received a certificate certificate, dated as of the Closing Date from Seller, executed and signed by an a duly authorized officer of Sellerthe Company, to the effect that each of the conditions set forth in this Section 10.03(a6.02(a) and Section 6.02(b) have been satisfied. (d) All closing conditions contained in each of the Sub-Agreements to which Buyer’s obligations to consummate the transactions contemplated thereunder are subject shall have been satisfied. (e) Buyer shall have received the following documents: (i) the a certificate of formation (or equivalent organizational document) for Seller, certified issued by the Secretary of State of the applicable jurisdiction State of organization; Delaware, dated as of a date within five Business Days prior to the Closing Date (ii) with a certificate bringdown of good standing dated within ten (10) days one Business Day of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the SellerDate), given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions good standing of the board of directors (or equivalent governing body) of Company in such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)state. (f) The Seller Company and any relevant Subsidiary of the Company shall have executed and delivered the Trademark License Agreement to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating Company shall have executed and delivered the Transition Services Agreement to the Indebtedness of Seller upon such payment to the Seller’s lenderBuyer. (g) The Seller Company shall have madereceived one or more payoff letters in form reasonably satisfactory to Buyer and the Company (i) indicating that, or stand ready at upon payment of a specified amount, such Closing Indebtedness referenced therein shall be fully paid and discharged and (ii) authorizing filing of UCC-3 termination statements with respect to makeany blanket financing statements filed against the Transferred Assets to secure any Closing Indebtedness. (h) Since the date hereof, there shall not have occurred any Material Adverse Effect. (i) Buyer shall have received (i) the deliveries contemplated financial statements set forth in Section 2.08(b)(ii5.13(c) (without regard to the approximate date of delivery set forth therein and the actual date such financial statements are received by Buyer); and, (ii) if the Closing has not occurred on or prior to February 1, 2014, Buyer shall have received the financial statements set forth in Section 2.08(b)(iii5.13(d). (j) and each Ancillary AgreementThe Company shall have received consents of third parties set forth on Section 6.02(j) of the Disclosure Schedule.

Conditions to Obligations of Buyer. The Each and every obligation of Buyer under this Agreement (except for the obligations of Buyer to be fulfilled prior to the Closing and obligations that survive termination of this Agreement), including the obligation of Buyer to consummate the Closing, shall be subject to the satisfaction, on or before the Closing, of each of the conditions set forth in this Section 7.2, unless waived in writing by Buyer. (a) Seller shall have obtained at its own expense (and shall have provided copies thereof to Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as contemplated by Section 5.2, with respect to Governmental Entities, which are required on the part of Seller, except for (i) any waivers, permits, consents, approvals, licenses or other authorizations which may be delivered or issued subsequent to the Closing Date pursuant to applicable law, rule or regulation relating to such waiver, permit, consent, approval, license or other authorization; and (ii) any failure to provide the appropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification or cancellation, or any such imposition of any Security Interest, has not had or would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:Agreement. (ab) The representations and warranties of the Seller made set forth in this Agreement that are qualified as to materiality shall be true and correct, disregarding all qualifiers correct and exceptions relating the representations and warranties of Seller that are not qualified as to materiality or Material Adverse Effectshall be true and correct in all material respects, in each case, as of the date Closing as though made as of this Agreement and (except the Closing, provided that, to the extent that any such representations and warranties speak representation or warranty speaks as of an earlier a specified date, in which case such representations and warranties shall have been it need only be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of such earlier specified date. (c) Seller shall have performed or complied with in all material respects their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date as though made on and as of the Closing DateClosing. (d) No Legal Proceeding shall be pending wherein an unfavorable judgment, exceptorder, in both casesdecree, stipulation or injunction would (i) for changes expressly prevent consummation of the transactions contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and cause the transactions contemplated hereby and therebyby this Agreement to be rescinded following consummation. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderCertificate. (gf) The Seller Buyer shall have madereceived such other certificates and instruments (including a certificate of good standing of Seller in its jurisdiction of incorporation, or stand ready at Closing certified charter documents, certificates as to make, the deliveries contemplated incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementconnection with the Closing.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The the representations and warranties of the Seller made contained in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect, as ) or in all material respects (in the case of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to any representation or warranty not qualified by materiality or Material Adverse Effect, as of such earlier date) on and as of the Closing Date as though made date hereof and on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, except, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects). (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) No Action shall have been commenced against Buyer or Seller, that are reasonably likely to succeed on the merits and which would prevent the Closing, and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any of the material transactions contemplated hereby. (d) All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (f) Seller shall have delivered to Buyer duly executed counterparts to the Ancillary Documents and such other documents and deliveries set forth in Section 3.02(a). (g) Other than the Cord Blood Approvals, which will be obtained after the Closing Date pursuant to Section 6.24, Buyer shall have to its Knowledge received all Permits that are necessary for it to conduct the Business as conducted by Seller as of the Closing Date to the extent Buyer does not already possess any such necessary Permits. (h) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its reasonable sole discretion, of the release of such Encumbrances. (i) Seller’s financial statements for the two years ending on the Balance Sheet Date (2017 and 2016) shall have been audited by Seller’s Accountant and Seller’s Accountant shall have delivered its audit report to Buyer. (j) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied (the “Seller Closing Certificate”). (k) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by Secretary or an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (el) The Seller Buyer shall have obtained received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and in signatures of the case officers of an affirmative consent) Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fm) The Seller Buyer shall have delivered received a certificate pursuant to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on Treasury Regulations Section 1.1445-2(b) (the Station Assets relating to “FIRPTA Certificate”) that Seller is not a foreign Person within the Indebtedness meaning of Seller upon such payment to Section 1445 of the Code duly executed by Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by be performed under this Agreement shall be at the Closing are subject to the fulfillment or waiver, at or prior to the Closing, satisfaction of each of the following further conditionsconditions on or before the Closing, unless waived in writing by Buyer: (a1) The representations and warranties of the Seller made in this Agreement herein shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of material respects on the date of this Agreement, and on the Closing Date as though made at and as of such time, and Seller shall have performed and complied with in all material respects all covenants and agreements and satisfied all conditions required to be performed or complied with by it under this Agreement on or before the Closing Date. (2) Buyer shall have received copies of the resolutions approved and adopted by the Board of Directors of Seller and Oldco authorizing the execution, delivery and performance of this Agreement and the Related Agreements, and the Certificate or Articles of Incorporation of each Company and Oldco and Bylaws of each Company and Oldco, all certified by the Seller's, Oldco's and each Company's, as applicable, Secretary or Assistant Secretary. (except to 3) Buyer shall have received a certificate, dated as of the extent such Closing Date, executed by Seller certifying that (i) the representations and warranties speak as of an earlier date, Seller contained in which case such representations and warranties shall have been this Agreement are true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) material respects as of the Closing Date as though made at and as of such time, and (ii) it has duly performed and complied with, in all material respects, all covenants and agreements and satisfied all conditions required by this Agreement to be performed or complied with by it prior to or on and the Closing Date. (4) Buyer shall have received an opinion of McGuire, Woods, Battle & Xxxxxx LLP, legal counsel for Seller, dated as of the Closing Date, exceptsubstantially in the form of the opinion attached hereto as Exhibit G. (5) All corporate and other proceedings to be taken by Seller necessary to carry out this Agreement, and all documents incident thereto shall be reasonably satisfactory in both casesform and substance to Buyer and its legal counsel. (6) All consents, authorizations, orders and approvals of governmental or regulatory authorities and of individuals or business entities reasonably required for the consummation of the transactions contemplated by this Agreement (iother than those required under leases of real property described in Schedule 2.1(b)) for changes expressly shall have been obtained, and all waiting periods specified by law with respect thereto shall have passed. (7) No order of any court or governmental agency shall be in effect which restrains or prohibits the consummation of the transactions contemplated or permitted by this Agreement, and there shall not have been threatened, nor shall there be pending, any action or (ii) where proceeding by or before any failure such court or governmental agency which is likely to be true and correct, individually prohibit or in delay or successfully challenge the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectvalidity of the transactions contemplated by this Agreement. (b) Seller 8) Such directors and officers of the Companies as Buyer shall request shall have performed in all material respects all obligations required tendered written resignation to the applicable Company, to be performed by it under this Agreement on or effective immediately prior to the Closing DateClosing. (c9) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderdeliveries described in Section 5.2. (g10) Buyer shall have obtained the financing contemplated by the Commitment Letters; provided, however that this provision shall not apply if Buyer does not obtain such financing due to its failure to fulfill any obligations which are reasonably within its control. (11) All intercompany accounts payable and receivable between the Seller, on the one hand, and the Companies, on the other, including intercompany Taxes payable, will be deemed settled by the Seller and contributed to the capital of the applicable Company, except that the intercompany trade receivables of the Companies from the Seller for sales of mattresses, box springs and foundations manufactured by the Companies shall be paid in cash after the Closing Date in accordance with the terms of the Mattress Supply Agreement, which is attached hereto as Exhibit D. (12) The Seller Companies shall have made, or stand ready at Closing to make, entered into employment arrangements with the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.persons set forth on Schedule 4.1

Conditions to Obligations of Buyer. The obligations of Buyer under this Agreement to consummate the transactions contemplated by this Agreement hereby to be consummated at the Closing shall be subject to the fulfillment or waiversatisfaction, at or prior to the Closing, of each of the following further conditions, which may be waived in writing at the option of Buyer in its sole discretion: (a) The Sellers shall have executed and delivered the documents required to be executed and delivered by them it pursuant to Section 2.5(b) hereof; (b) all of the terms, covenants and conditions to be complied with and performed by Sellers on or prior to the Closing Date shall have been complied with or performed in all material respects; (c) no event, development or circumstance shall have occurred which has had or is reasonably likely to have a Material Adverse Effect; provided, however, that this Section 7.2(c) shall only constitute a condition to Buyer’s obligations if the Closing has not occurred on or prior to August 15, 2004; (d) Sellers shall have delivered to Buyer the schedules required to be delivered by Sellers under Section 5.24 no later than 1:00 p.m. Houston, Texas time on July 26, 2004; (e) all representations and warranties of the Seller made Sellers in this Agreement or in any exhibit, schedule or document delivered pursuant hereto shall be true true, complete and correct, disregarding correct in all qualifiers respects (with respect to representations and exceptions relating to warranties qualified or limited by materiality or Material Adverse Effect, as of the date of this Agreement and ) or in all material respects (except with respect to the extent such representations and warranties speak as of an earlier datewarrants not so qualified or limited), in which each case such representations when made and warranties shall have been true on and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though if made on and as of the Closing Date, exceptother than any such representations or warranties that expressly speak only as of an earlier date, which shall be true, complete and correct in both cases, all respects (i) for changes expressly contemplated with respect to representations and warranties qualified or permitted limited by this Agreement, materiality or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed or in all material respects all (with respect to representations and warranties not so qualified or limited), as of such earlier date; provided, however, that this Section 7.2(e) shall only constitute a condition to Buyer’s obligations required to be performed by it under this Agreement if the Closing has not occurred on or prior to the Closing Date.August 15, 2004; (cf) each of Sellers have delivered to Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, affidavit to the effect that it is not a “foreign person” within the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate meanings of formation (Sections 1445 or equivalent organizational document) for Seller, certified by the Secretary of State 7701 of the applicable jurisdiction Code, executed under penalties of organization; (ii) a certificate of good standing dated within ten (10) days perjury and satisfying the requirements of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified Treasury Regulations promulgated pursuant to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyCode sections. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiverBuyer's express waiver in writing, at or prior to the Closing, of each of the following further conditions: (ai) The representations and warranties of the Seller made and Seller Parent contained in this Agreement Agreement, the other Sale Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers material respects on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or Date with the same effect as though made at and as of such date. (ii) where any failure to be true Seller and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller Parent shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Sale Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (ciii) Buyer No action shall have received a certificate dated as of been commenced against Buyer, Buyer Affiliate, Seller Parent or Seller, which would prevent the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) Date. No Governmental Order shall have been satisfiedissued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (div) Buyer All required approvals, consents and waivers shall have received the following documents: (i) the certificate of formation (been received, and executed counterparts thereof shall have been delivered to Buyer at or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as prior to the operating agreement Closing, it being understood that the provisions of such Person Sections 2(e) and as 9(h) shall apply with respect to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and matters specified therein that are not completed prior to the transactions contemplated hereby and therebyClosing. (ev) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all deliverables required under Section 12(a). All Liens on the Station Assets relating to the Indebtedness Purchased Assets shall be released in full upon payment of the Total Purchase Price and Seller upon shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion, of the release of such payment to the Seller’s lenderLiens. (gvi) The Seller shall have made, delivered to Buyer such other documents or stand ready at Closing instruments as Buyer reasonably requests and are reasonably necessary to make, consummate the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereunder shall be subject to the fulfillment performance or waiver, at or prior to the Closing, of each observance of the following further conditionsconditions on or before the Closing Date: (a) The representations and warranties of the Seller made as set forth in this Agreement Section 4 hereof shall be true and correctcorrect in all respects on the Closing Date; (b) Seller shall, disregarding all qualifiers and exceptions relating pending the Closing Date, use its reasonable best efforts to materiality or Material Adverse Effect, as preserve the goodwill of the date of this Agreement Business and its customers; (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties c) The security interests described on Exhibit A attached hereto shall have been true released with respect to the assets described in Section 1 hereof and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as the documentation of such earlier daterelease shall be reasonably satisfactory to Buyer; (d) Seller shall have executed and delivered to Buyer the Goodwill Protection Agreement attached hereto as Exhibit B and a Bxxx of Sale conveying the Assets to Buyer with warranty of title and no other warranties in a form acceptable to Buyer and Seller; (e) No preliminary or permanent injunction or other order will have been issued by any court of competent jurisdiction or any regulatory body preventing consummation of the Closing Date as though made transactions contemplated by this Agreement; (f) No action will have been commenced or threatened against Seller, Buyer or any of their respective affiliates, associates, officers or directors seeking damages arising from, to prevent or challenge the transactions contemplated by this Agreement; (g) Seller will have performed or satisfied on and as of the Closing Date, exceptall obligations, covenants, agreements and conditions contained in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required Agreement to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified complied with by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standingSeller; and (iiih) a certificate of an officer There will have been no material adverse change, nor any event which would result in any material adverse change, so far as can reasonably be foreseen by the Buyer, in the Business or the Assets. If any of the foregoing conditions are not performed or observed on or before the Closing Date, Buyer may, at its option and in its discretion, either waive the performance or observance of any or all of such conditions or terminate this Agreement by notice to Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller which event Buyer shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 no further obligations or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary liabilities under this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or waiver, waiver in writing (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following further conditions: (a) The representations and warranties regarding the Sellers set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Authorization of Agreement), Section 3.4 (Ownership of Shares) and Section 3.6 (Brokers’ Fees) and the Seller made representations and warranties regarding the Companies set forth in this Agreement shall Section 4.1 (Organization and Good Standing), Section 4.2 (Authorization of Agreement), Section 4.4 (Capitalization) and Section 4.17 (Brokers) must be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, but de minimis respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, and (ii) the other representations and warranties in ARTICLE III and ARTICLE IV must be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein, except with respect to the Company Material Adverse Effect in Section 4.7), as of the date of this Agreement and as of Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or the case of clause (ii) ), where any the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has correct would not hadhave, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) Seller . Sellers shall have performed in all material respects all obligations required delivered to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed and signed by an authorized officer of Seller, Sellers’ Representative confirming the foregoing under this Section 8.2(a) (the “Sellers Bring-Down Certificate”). (b) The Sellers must have performed and complied in all material respects with all material covenants and obligations required to be performed or complied with by them under this Agreement prior to the effect that Closing. (c) The Sellers must have delivered or must have caused to be delivered to Buyer all of the conditions set forth in this items required by Section 10.03(a) have been satisfied2.4(b). (d) Sellers must have delivered or caused to be delivered to Buyer the consents, approvals, waivers or notices identified on Schedule 8.2(d), each in substantially the form attached hereto as Exhibit E. (e) Sellers must have delivered or caused to be delivered to Buyer estoppels from the counterparties to the Company Real Property Leases listed on Schedule 8.2(e), each in substantially the form attached hereto as Exhibit F. (f) Each of Xxxx Xxxxxx and Xxx Xxxxxxx shall be employed with Bargain Barn and shall not have tendered their resignation or provided notice of any intention to terminate their respective employment with Bargain Barn, and no greater than one (1) individual listed on Schedule 8.2(f) shall have tendered his or her resignation or provided notice of any intention to terminate his or her employment with Bargain Barn, such that Retention and Performance Bonus Agreements duly executed by no less than three (3) of such individuals shall be in full force and effect. (g) No greater than seven (7) of the individuals set forth on Schedule 2.4(b)(ix) shall have tendered their resignation or provided notice of any intention to terminate their respective employment with Bargain Barn. (h) Buyer shall have received all reasonably necessary consents, approvals, permits and licenses to allow the following documents:Companies to continue beer, wine and other alcohol sales as such sales are conducted on the date of this Agreement. (i) There shall not be in effect any Order, injunction (whether temporary, preliminary or permanent) or other legal restraint or prohibition issued by any court or Governmental Authority of competent jurisdiction that has the certificate effect of formation (or equivalent organizational document) for Seller, certified by making the Secretary of State consummation of the applicable jurisdiction transactions contemplated hereby illegal or otherwise prohibiting the consummation of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebythere shall not be any Law or Order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal. (ej) The Seller Since the date of this Agreement, there shall not have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)occurred any Company Material Adverse Effect. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer's waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made contained in this Agreement ARTICLE IV shall be true and correct, disregarding correct in all qualifiers respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, except, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects). (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer Seller shall have received a certificate dated as of the Closing Date from Seller, delivered to Buyer duly executed by an authorized officer of Seller, counterparts to the effect that the conditions Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in this Section 10.03(a) have been satisfied3.02(a). (d) Buyer shall have received a certificate, dated the following documents:Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied (the "Seller Closing Certificate"). (ie) Seller shall have received all Consents from the Persons set forth in Section 4.03 of the Disclosure Schedule, in each case, in form and substance reasonably satisfactory to Buyer, and no such Consent shall have been revoked. (f) Seller shall have received resolutions passed by the Board of Directors of Strand (which has the affirmative vote of the nominee director of Biomark Mauritius Investment Holding Company as required under the Restated Shareholders' Agreement dated December 22, 2014) for the transfer of all or substantially all of the assets of Seller as contemplated hereby. (g) Buyer shall have received a certificate of formation the Secretary or an Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eh) The Seller Buyer shall have obtained received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and in signatures of the case officers of an affirmative consent) Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fi) The Seller Venaxis shall not have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on received a Venaxis Superior Offer (as such term is defined in the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderMaster Agreement). (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Seller and the Seller Company made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure the failures to be true and correct, individually or in the aggregate, has have not had, and would not reasonably be expected to have, a Material Adverse Effect; provided, that for purposes of this Section 11.03(a), all materiality or Material Adverse Effect qualifiers within such representations and warranties shall be disregarded. (b) Each of Seller and the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received (i) a certificate dated as of the Closing Date from Sellerthe Company, executed by an authorized officer of the Company, to the effect that the conditions set forth in Section 11.03(a) and Section 11.03(b) have been satisfied and (ii) a certificate dated as of the Closing Date from Seller executed by an authorized representative of Seller, to the effect that the conditions set forth in this Section 10.03(a11.03(a) and Section 11.03(b) with respect to Seller have been satisfied. (d) Since the date of this Agreement, there shall not have occurred and be continuing at the time of the Closing a Material Adverse Effect. (e) The Qualified Assignee FCC Consent(s) shall have been issued, and shall, at Closing, be a Final Order and in full force and effect. (f) Buyer shall have received the following documents: (i) the The certificate of formation incorporation (or equivalent organizational document) for Sellerthe Company and each Company Subsidiary, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller Company and each Company Subsidiary is organized or qualified to do business in connection with the Business as to their the good standing; andstanding as of a recent date in such jurisdiction; (iii) a certificate of an officer of the SellerCompany, given by each such officer on behalf of such Person the Company and not in such officer’s 's individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person the Company authorizing this Agreement and the transactions contemplated hereby and thereby; and (iv) reasonably satisfactory evidence demonstrating the Seller's authority to enter into, deliver and perform this Agreement including the sale of the Shares to Buyer hereunder. (eg) The Seller shall have obtained (and in the case of an affirmative consentConsent, delivered) and delivered the consents Consents to assignment or transfer listed on Disclosure Schedule 10.03(eSection 11.03(c) (or the third parties granting such Consents shall stand ready, willing and able to execute such consents, subject to the execution and delivery thereof by Buyer). (fh) The Seller shall have delivered to Buyer duly executed Payoff Letters, mortgage discharges and termination statements on Form UCC-3 UCC-3, or other appropriate releases, which when filed will release and satisfy any and all Liens on the Station Assets relating to the Indebtedness assets of Seller upon the Company or the Company Subsidiaries and the Shares, together with proper authority to file such payment to termination statements or other releases at and following the Seller’s lenderClosing. (gi) The Seller shall have made, or stand ready at Closing to make, made the deliveries contemplated in Section 2.08(b)(ii2.05(b) and Section 2.08(b)(iii2.05(c) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or waiver, at or prior to the Closing, satisfaction of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) On the certificate Closing Date, Seller shall have delivered to Buyer resolutions of formation Seller authorizing (or equivalent organizational documentA) for Sellerthe sale of the Assets, (B) the assignment of the Assumed Contracts, and (C) the execution and delivery of this Agreement and each of the Acquisition Agreements to which it is a party, certified by the Secretary of State of the applicable jurisdiction of organization;Seller; and (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 a good standing certificate, with respect to Seller, from the State of New Jersey; b. Seller, or other Seller's Principals, as the case may be, shall have executed and delivered to Buyer the Xxxx of Sale, the Assignment and Assumption Agreement and the Non-Competition Agreement, each in the form of the appropriate releasesexhibit attached hereto, which when filed will release and the Undertaking Agreement and any and all Liens other documents necessary or appropriate to complete the transactions contemplated by this Agreement; c. Seller and Buyer shall have executed the Sublease Agreement in form and substance acceptable to Buyer, and the Sublease Agreement shall be valid and enforceable and the Landlord shall have consented to the Sublease Agreement; (i) (A) Each of the provisions of this Article 8 (conditions to closing) of this Agreement and (B) each of the provisions of Article 8 (conditions to closing) of each of the other Lifestyle Acquisition Agreements, shall be fully and completely satisfied, (ii) TSI's Affiliates and the other Lifestyle Sellers shall have completed the transactions contemplated by the other Lifestyle Acquisition Agreements with respect to the Lifestyle Clubs on the Station Assets relating to Closing Date, and (iii) the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller West Xxxxxxxx Lease shall have made, or stand ready at Closing been validly assigned to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.an affiliate of Buyer;

Conditions to Obligations of Buyer. The All obligations of Buyer to consummate BUYER hereunder are, at the transactions contemplated by this Agreement shall be option of BUYER, subject to the fulfillment or waiverconditions precedent that, at or prior to the Closing, of each of the following further conditions: (a) The SELLER shall have furnished to BUYER appropriate documentation (in form and substance reasonably satisfactory to Purchaser) showing that the signatory to this Agreement is duly authorized to execute the Agreement on behalf of SELLER. (b) All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by SELLER on or before the Closing shall have been complied with and performed in all material respects, and all the representations and warranties of the Seller made by SELLER in this Agreement shall be true and correctcorrect in each case as of the Closing with the same force and effect as though all such representations and warranties had been made as of the Closing except for: (i) representations and warranties made as of a specified date, disregarding which shall be accurate, true and correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, specified; or (ii) where any failure to be true breaches and correct, individually or in the aggregate, has inaccuracies that do not had, and would not reasonably be expected to have, have a Material Adverse Effect. (bc) Seller The waiting periods required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if applicable, shall have performed in all material respects all obligations required to be performed by it under this Agreement on expired or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfiedterminated. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days As of the Closing by Date, there has been no Adverse Material Change in the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyBusiness. (e) The Seller There has been either (i) a completion of the merger between BUYER and Protein Design Labs (“PDL”) within the meaning of the definitive merger agreement between BUYER and PDL; or (ii) a termination of the merger agreement between BUYER and PDL within the meaning of the definitive merger agreement between BUYER and PDL; provided however that if neither of the foregoing conditions (i) and (ii) have occurred by March 23, 2005, then both shall have obtained be removed as closing conditions as of such date, and the Closing hereunder shall proceed on such date subject to any other closing conditions hereunder. SELLER and BUYER expressly acknowledge that PDL has provided (and or shall promptly provide after execution hereof) a commitment letter to BUYER to provide financing to BUYER in an amount sufficient for BUYER to pay the Purchase Price upon Closing hereof in the case event that Closing occurs in accordance with the terms and conditions hereof prior to completion or termination of an affirmative consent) the merger agreement between BUYER and delivered the consents to assignment listed on Schedule 10.03(e)PDL; and that both BUYER and PDL are aware that SELLER is entering into this Agreement in reliance thereon. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties Buyer shall have received and, acting reasonably, be satisfied with the results of the Seller made due diligence conducted by its legal counsel on the Company’s potential obligations and liabilities relating to the matters disclosed in the following sections of the Disclosure Schedules: Section 3.17(a), Section 3.19, Section 3.19(b), Section 3.19(f), and Section 3.19(h); provided that the condition set out in this Agreement Section 7.02(a) shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted considered satisfied and/or waived by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, Buyer if Buyer has not hadin writing notified Seller of its dissatisfaction with such results on or before March 21, and would not reasonably be expected to have, a Material Adverse Effect2014. (b) Seller Buyer shall have performed received and, acting reasonably, be satisfied with the results of a report from its environmental consultants (Professional Services, Inc. or such other consultant that Buyer may retain) on: (a) its review of the Phase I environmental assessment reports relating to the real properties currently or previously owned, leased or occupied by the Company and (b) its inspection of up to three such properties; provided that the condition set out in all material respects all obligations required to this Section 7.02(b) shall be performed considered satisfied and/or waived by it under this Agreement Buyer if Buyer has not in writing notified Seller of its dissatisfaction with such results on or prior to the Closing Datebefore April 10, 2014. (c) Buyer shall have received a certificate dated as and, acting reasonably, be satisfied with the results of the Closing Date from due diligence conducted by its legal counsel on Seller, executed by an authorized officer ’s ownership of Seller, the Shares and the Company’s ownership of its owned real properties and rights and obligations relating to the effect its leased real properties,; provided that the conditions condition set forth out in this Section 10.03(a7.02(c) have been satisfiedshall be considered satisfied and/or waived by Buyer if Buyer has not in writing notified Seller of its dissatisfaction with such results on or before April 10, 2014. (d) Buyer shall have received committed financing to complete the following documents:transactions contemplated by this Agreement (including Buyer’s obligation to satisfy the Cash Consideration on the Closing Date) on or before the Target Date; provided that the condition set out in this Section 7.02(d) shall be considered satisfied and/or waived by Buyer if Buyer has not in writing notified Seller that such condition will not be satisfied on or before the Target Date. (e) The representations and warranties of Seller contained in this Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (f) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (g) No Action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (h) All Required Consents shall be in form and content reasonably acceptable to Buyer, shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing. (i) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (j) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (k) Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(e) and Section 7.02(f) have been satisfied. (l) Seller or the Company shall have obtained payoff letters, in forms reasonably satisfactory to Buyer with respect to the payoff amounts as of the Closing Date for the Indebtedness identified on Exhibit B and releases of any Encumbrances granted in connection with such Indebtedness held by third parties, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), such holder shall release its Encumbrances and other security interests in, and agree to execute or authorize the execution of Uniform Commercial Code termination statements necessary to release of record its Encumbrances and other security interest in, the assets, properties and securities of the Company. (m) Buyer shall have received a certificate of formation the Secretary or an Assistant Secretary (or equivalent organizational documentofficer) for Seller, certified of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (en) The Seller Buyer shall have obtained received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and in signatures of the case officers of an affirmative consent) Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fo) The Buyer shall have received resignations of the directors and officers of the Company pursuant to Section 5.04. (p) Seller shall have delivered to Buyer termination statements on Form UCC-3 a certificate of good standing and existence for Seller and the Company from the secretary of state or other appropriate releases, similar Governmental Authority of the jurisdiction under the Laws in which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lendereach is organized. (gq) The Seller and the Company shall have obtained extensions or renewals of all leases of Real Property that have expired or which will expire within two (2) months of the Closing Date, in form and content reasonably acceptable to Buyer. (r) Seller shall have madedelivered to Buyer a certificate in form and substance reasonably acceptable to Buyer pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code. (s) Seller shall have delivered, or stand ready at Closing caused to makebe delivered, to Buyer stock certificates evidencing the deliveries Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed. (t) Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer under this Agreement are subject to consummate the transactions contemplated satisfaction at or prior to the Closing of the following conditions, but compliance with any of such conditions may be waived by Buyer in writing: (a) All representations and warranties of Sellers contained in this Agreement are true and correct in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing. (b) Sellers and the Company have performed and complied with all the covenants and agreements required by this Agreement shall to be subject to the fulfillment performed or waiver, complied with by them at or prior to the Closing, including without limitation the delivery of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations items required to be performed delivered by it under this Agreement on or prior them pursuant to the Closing DateSection 1.4. (c) Buyer shall have received a certificate dated as has completed its due diligence investigation of the Closing Date from SellerCompany, executed by an authorized officer and the Business and operations of Sellerthe Company, including legal, accounting, environmental and engineering matters, and the results of such investigation are satisfactory to the effect that the conditions set forth Buyer in this Section 10.03(a) have been satisfiedits sole discretion. (d) Buyer shall All necessary governmental and other third party consents, approvals, orders or authorizations set forth on Schedule 5.1(d) have received the following documents: (ibeen obtained, and all necessary governmental notices set forth on Schedule 5.1(d) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyhave been given. (e) The Each Seller shall have obtained (and entered into an Employment Agreement with Subsidiary, substantially in the case form of an affirmative consent) and delivered Exhibit C to this Agreement (the consents to assignment listed on Schedule 10.03(e"Employment Agreement"). (f) The Seller shall have delivered As of the Closing Date, there is no pending or threatened litigation by any Person seeking to Buyer termination statements on Form UCC-3 enjoin any aspect of the operation of the Business or other appropriate releasesthe consummation of the transactions contemplated by this Agreement, which when filed will release any and all Liens on the Station Assets relating to Reorganization or otherwise affecting the Indebtedness of Seller upon such payment to Company or the Seller’s lenderSecurities. (g) As of the Closing Date, there is not any material adverse change in the business, operations, financial condition, assets or Liabilities (contingent or otherwise) of the Company since December 31, 2003. (h) Sellers and the Company have obtained and provided evidence satisfactory to Buyer that all Liens on the Company Shares or any assets of the Company other than Liens that are acceptable to Buyer, have been released. (i) Each Seller and Company has delivered to Buyer the Merger Agreement and other requisite documents relating thereto. (j) The Seller Reorganization shall have madebeen declared effective by the States of New Jersey and Delaware. (k) Sellers shall have furnished evidence satisfactory to Buyer that Jeffrey Roth is a shareholder of Company. (l) Sellers shall xxxx xxxxxxred evidence (in the form of a pay-off letter) satisfactory to Buyer that the Chase Small Business Financial Services Revolving Credit Line has been terminated and discharged and that all Liens of the lender thereunder have been released. (m) An amount equal to $60,000 of the Company's credit card obligations reflected on the Company's accounts payable ledger shall have been removed therefrom and evidence thereof reasonably satisfactory to Buyer shall have been furnished to Buyer. (n) Sellers shall have deposited $80,000 into Subsidiary's bank account for payment to former Company CEO Steven Tarshis ("Tarshis") which, or stand ready at Closing together with $32,500 to makebe paid to Xxxxxxx xx Xxyer xxxxxxnt to Section 4.17, constitutes payment in fulx xx xxl obligations. (o) Buyer shall have received evidence satisfactory to it of the deliveries note obligations of the Company to Lynn Berman and Gary Berman. (p) The Company shall have delxxxxxx xxx promixxxxx xxxx in favor of Jeffrey Roth in a principal amount equal to amount paid by Sellers puxxxxxx xx Xxction 5.1(n), which note shall be in form and substance satisfactory to Buyer. (q) Sellers and the Company have executed and delivered to Buyer such other documents and instruments as shall be reasonably requested by Buyer and its counsel for the consummation of the transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementhereby.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date of the following further additional conditions: (a) The There shall not have occurred and be continuing any event or events, either individually or in the aggregate, which would have a material and adverse effect on the property, business, operations, prospects or condition (financial or otherwise) of PLD or PeterStar; (b) C&W shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date, and the representations and warranties of the Seller made C&W set forth in this Agreement Agreement, giving effect to the amendment or supplement of any schedule pursuant to Section 5.8 hereof, shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on at and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date.; (c) Buyer shall have received stock certificates representing all of the PLD Shares, the CIBBV Exchange Shares and the Holdings Shares and the certificate or other instrument representing the PLD Warrant, each duly endorsed in blank or accompanied by duly executed instruments of transfer, together with any other documents that are necessary to transfer to Buyer good and marketable title to the PLD Shares, the CIBBV Exchange Shares, the PLD Warrant and the Holdings Shares, as the case may be; (d) The conditions to closing under the Asset Exchange Agreement (as defined in Section 8.8 hereof) annexed hereto as Schedule 6.2 shall have been satisfied or waived by Buyer; (e) Buyer and PLD shall have executed and delivered a Director Nomination Agreement dated April 19, 1998, containing terms and condi tions substantially as set forth in the draft thereof previously delivered by Buyer to C&W, and such agreement shall be in full force and effect; (f) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of SellerC&W, dated the Closing Date, to the effect that to the officer's knowledge, the conditions set forth in this Section 10.03(a6.2 (b) have been satisfied.; and (dg) Buyer shall have received opinions from counsel to C&W, dated the following documentsClosing Date and satisfactory in form and substance to Buyer and its counsel, (A) substantially to the effect that: (i) C&W is a corporation duly organized and validly existing under the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State laws of the applicable jurisdiction of organizationits organization and has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite corporate action taken on the part of C&W; (ii) this Agreement has been executed and delivered by C&W and is a certificate valid and binding obligation of good standing dated within ten C&W, enforceable against it in accordance with its terms, except (10A) days that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (iii) C&W, by reason of delivery of certificates for or other instruments representing the PLD Shares in the name of Buyer, will cause Buyer to own such shares free and clear of any adverse claim (as defined in Article 8 of the Uniform Commercial Code as in effect in the State of New York) as of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standingdate; and (iiiB) in respect of Bermuda law, in relation to the Holdings Shares, an opinion customary for Bermuda counsel to give in relation to the legal title obtained by the person registered in the share register of a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not company incorporated in such officer’s individual capacity, certifying Bermuda Such opinions may expressly rely as to the operating agreement matters of such Person fact upon certifi xxxxx furnished by C&W and as to resolutions appropriate officers and directors of the board each of directors (or equivalent governing body) of such Person authorizing this Agreement PLD, Holdings and the transactions contemplated hereby PeterStar and therebyby public officials. (eh) The Seller Buyer shall have obtained (and received a copy of a compliance certifi cate from the Registrar of Companies of Bermuda confirming that Holdings is not in the case default of an affirmative consent) and delivered the consents any filing or fees due to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating be made to the Indebtedness Bermuda Government, dated as of Seller upon such payment a date within 5 Business Days prior to the Seller’s lenderClosing Date. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof; (b) the representations and warranties of the Seller made Parties and the Company contained in this Agreement and Ancillary Agreements and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers material respects on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date); (c) each Seller Party and the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Agreements to be performed or complied with by it prior to or on the Closing Date, except; (d) Buyer is satisfied, in both casesits sole discretion, that the Company meets all requisite auditability standards under Exchange Act reporting requirements applicable to Buyer after the Closing, (ie) for changes expressly contemplated no Action shall have been commenced against Buyer, the Seller Parties or permitted the Company, which would prevent the Closing and there shall exist no injunction or restraining order by this Agreement, any Governmental Authority that restrains or prohibits any of the Contemplated Transactions; (iif) where any failure to be true and correctno event or circumstance has occurred that, individually or in the aggregate, has not hadwith or without the lapse of time, and would not could reasonably be expected to have, result in a Material Adverse Effect.material adverse effect on the Company or Business; (bg) the Seller Parties shall have performed in all material respects all obligations required deliver, or cause to be performed by it under this Agreement on or prior to delivered, the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documentsfollowing: (i) the original stock certificates evidencing the Shares, together with assignments separate from certificate of formation (or equivalent organizational document) for Seller, certified other transfer documents executed by the Secretary of State of Seller Parties relating to the applicable jurisdiction of organizationShares, in form and substance reasonably satisfactory to Buyer; (ii) a certificate of good standing dated within ten for the Company issued as of a date that is no more than five (105) days of Business Days before the Closing Date by the Secretary of State of the State of Delaware and each other jurisdiction in which the Seller is organized or qualified to do business as to their good standing; andCompany does business; (iii) a copy of the Company’s Organizational Documents, including all amendments thereto, certified as of a date that is no more than five (5) Business Days before the Closing Date; (iv) a certificate of by an officer of the SellerCompany, given dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying (i) the Company’s Organizational Documents in effect as of the Closing Date, (ii) the resolutions duly adopted by the board of directors of the Company authorizing and approving the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Company is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct, and in full force and effect without rescission, revocation, or amendment as of the Closing Date; (iii) the incumbency and signatures of the officers of the Company authorized to execute and deliver this Agreement and each Ancillary Agreement to which the Company is a party and (iv) that each of the conditions set forth in Sections 3.2(b) and (c) have been satisfied; (v) a resignation and release effective as of the Closing of the officers and directors of the Company identified by the Buyer prior to the Closing Date, duly executed by each such officer on behalf of such Person and not director; (vi) a properly completed and executed IRS Form W-9 from each Seller Party and a certificate, in such officer’s individual capacityform and substance reasonably satisfactory to Buyer, certifying as to the operating agreement non-foreign status of each Seller Party pursuant to Treasury Regulation 1.1445-2(b)(2), duly executed by such Person Seller Party; (vii) the consents, waivers and as approvals required to resolutions be obtained by the Seller Parties and/or the Company with respect to the consummation of the board of directors (or equivalent governing body) of such Person authorizing this Agreement Contemplated Transactions that are set forth on Schedule 3.2(h)(viii), each in form and the transactions contemplated hereby and thereby.substance reasonably satisfactory to Buyer; (eviii) The Seller shall have obtained (and in the case of an affirmative consent) and delivered Ancillary Agreements, duly executed by the consents to assignment listed on Schedule 10.03(e).parties thereto other than the Buyer; and (fix) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or such other appropriate releasescertificates, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have madedocuments, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementinstruments as Buyer may reasonably request.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or waiver, at on or prior to the Closing, of each Closing Date of the following further conditions, any one or more of which may be waived by Buyer: (a) The representations Seller and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller each Stockholder shall have performed in all material respects all and complied with the covenants and obligations required to be performed by it Seller or such Stockholder, as applicable, under this Agreement on or prior to the Closing Date. (b) The representations and warranties of Seller and each Stockholder contained in this Agreement and in any Transaction Document which are qualified by materiality or material adverse effect shall be true in all respects as of the date hereof and at and as of the Closing Date, except for those representations and warranties that address matters as of a specific date, which shall be true at and as of such date. All other representations and warranties of Seller and each Stockholder contained in this Agreement shall be true as of the date hereof and in all material respects at and as of the Closing Date, except for those representations and warranties that address matters as of a specific date, which shall be true in all material respects as of such date. (c) Buyer At the Closing, Seller shall have received delivered to Buyer: (i) a certificate certificate, in form and substance reasonably satisfactory to Buyer, signed by an executive officer of Seller, dated as of the Closing Date, certifying as to the matters set forth in Sections 8.2(a), 8.2(b), and 8.2(d) as of the Closing Date (the “Seller’s Certificate”); (ii) a certificate, in form and substance reasonably satisfactory to Buyer, signed by the Secretary of Seller, dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to (the effect that the conditions set forth in this Section 10.03(a“Secretary’s Certificate”): (1) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement following: (A) the resolutions (or written consent) of such Person and as to resolutions of the Seller’s board of directors (or equivalent governing body) and all of such Person the Stockholders authorizing and approving this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby. ; (eB) The the articles of incorporation of Seller shall have obtained (and as in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens effect on the Station Assets relating to Closing Date; (C) the Indebtedness bylaws of Seller upon such payment to as in effect on the Closing Date; and (D) the signatures and incumbency of the individual(s) signing this Agreement and the Transaction Documents on behalf of Seller’s lender. ; and (g2) The signed by an officer of Seller shall have made, or stand ready at Closing to make, certifying the deliveries contemplated in Section 2.08(b)(ii) signature and Section 2.08(b)(iii) and each Ancillary Agreement.incumbency of the Secretary of Seller;

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment or waiversatisfaction (or, at or prior to the Closingextent permitted by law, of each waiver by Buyer) of the following further conditions: (a) The the representations and warranties of the Seller made contained in this Agreement (i) that are qualified as to materiality shall be true and correct, disregarding all qualifiers correct at and exceptions relating to materiality or Material Adverse Effect, as of the Closing Date in all respects, as if made at and as of such date of this Agreement and (except to the extent for any such representations and warranties speak as of which relate to an earlier date, in which case such representations and warranties shall have been be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of such earlier date), and (ii) that are not qualified as to materiality shall be true and correct at and as of the Closing Date in all material respects as though if made on at and as of the Closing Datesuch date (except for any such representations and warranties which relate to an earlier date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to which shall be true and correct, individually or correct in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.all material respects as of such earlier date); (b) Seller shall have performed (or caused to be performed) in all material respects all obligations of the agreements required to be performed (or caused to be performed) by it under this Agreement on or prior to the Closing Date.; (c) no event shall have occurred during the period from the date of this Agreement until the Closing Date that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d) the conditions to the Commitment Letter shall have been satisfied in their entirety and the proceeds of the financing contemplated by the Commitment Letter shall be available to Buyer or an Affiliate of Buyer on the terms of the Commitment Letter or on such other terms as shall have been agreed by Buyer; (e) Seller or its Affiliates, as applicable, shall have executed and delivered each of the documents required to be delivered by Seller or its Affiliates as set forth in Section 2.07; (f) Buyer shall have received a certificate of Seller’s secretary or assistant secretary dated as of the Closing Date, certifying (i) the incumbency and signatures of the officers of Seller and its Affiliates executing this Agreement and each of the other Ancillary Agreements to which Seller or its Affiliates are a party, and (ii) the corporate authority of Seller and its Affiliates to enter into the transactions contemplated by this Agreement and the Ancillary Agreements; and (g) Buyer shall have received a certificate signed by an appropriate executive officer of Seller dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(aSections 8.02(a) and 8.02(b) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The Each and every obligation of Buyer under this Agreement (except for the obligations of Buyer to be fulfilled prior to the Closing and obligations that survive termination of this Agreement), including the obligation of Buyer to consummate the Closing, shall be subject to the satisfaction, on or before the Closing, of each of the conditions set forth in this Section 7.2, unless waived in writing by Buyer. (a) Seller shall have obtained at their own expense (and shall have provided copies thereof to Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as contemplated by Section 5.2, with respect to Governmental Entities, which are required on the part of Seller, except for (i) any waivers, permits, consents, approvals, licenses or other authorizations which may be delivered or issued subsequent to the Closing Date pursuant to applicable law, rule or regulation relating to such waiver, permit, consent, approval, license or other authorization; and (ii) any failure to provide the appropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification or cancellation, or any such imposition of any Security Interest, has not had or would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:Agreement. (ab) The representations and warranties of the Seller made set forth in this Agreement that are qualified as to materiality shall be true and correct, disregarding all qualifiers correct and exceptions relating the representations and warranties of Seller that are not qualified as to materiality or Material Adverse Effectshall be true and correct in all material respects, in each case, as of the date Closing as though made as of this Agreement and (except the Closing, provided that, to the extent that any such representations and warranties speak representation or warranty speaks as of an earlier a specified date, in which case such representations and warranties shall have been it need only be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of such earlier specified date. (c) Seller shall have performed or complied with in all material respects their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date as though made on and as of the Closing DateClosing. (d) No Legal Proceeding shall be pending wherein an unfavorable judgment, exceptorder, in both casesdecree, stipulation or injunction would (i) for changes expressly prevent consummation of the transactions contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and cause the transactions contemplated hereby and therebyby this Agreement to be rescinded following consummation. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any the Seller Certificate. (f) Seller shall have provided to Buyer a certificate of non-foreign status that complies with Section 1445 of the Code and all Liens on the Station Assets relating is reasonably satisfactory to the Indebtedness of Seller upon such payment to the Seller’s lenderBuyer. (g) The Seller Buyer shall have madereceived such other certificates and instruments (including a certificate of good standing of Seller in its jurisdiction of incorporation, or stand ready at Closing certified charter documents, certificates as to make, the deliveries contemplated incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreementconnection with the Closing.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers material respects on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement Effective Date and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer No Action shall have received a certificate dated as of been commenced against Buyer or Seller which would prevent the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfiedClosing. (d) Buyer shall have received all consents, authorizations, orders, approvals, Permits, Governmental Orders, declarations or filings with, or notices to, the following documents:Governmental Authorities referred to in Section 5.3(b), in each case final, non- appealable, and in form and substance satisfactory to Buyer in its sole discretion, and no such consent, authorization, order or approval shall have been revoked. (e) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) Material Defects identified by Buyer in the Purchased Assets or adverse Environmental Conditions associated with the Purchased Assets notified to Seller in accordance with Section 6.2 shall have been cured to the reasonable satisfaction of Buyer. (g) Buyer shall have received all Permits that are necessary for it to conduct the operations of the System in all material respects as conducted by Seller prior to the Closing Date. (h) For any Real Property listed in Schedule 4.10(a), Schedule 4.10(b), or Schedule 4.10(c), Buyer shall have received (at Seller’s expense) one or more Title Policies with respect to each parcel of Owned Real Property, Easement, and Leased Real Property issued by a nationally recognized title insurance company acceptable to Buyer, written as of the Closing Date, insuring Buyer in such amounts and together with such endorsements, and otherwise in such form, as Buyer shall reasonably require. Such Title Policies shall insure fee simple title to each Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances and those listed on Schedule 4.10(a)(i), valid and insurable easement interests in each Easement, free and clear of all Encumbrances other than Permitted Encumbrances and those listed on Schedule 4.10(c), and valid and insurable leasehold interests in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances and those listed on Schedule 4.10(b). Buyer shall have received (at Seller’s expense) appropriately certified ALTA/NSPS Land Title Surveys showing no Encumbrances other than the Permitted Encumbrances and those listed on Schedule 4.10(a)(i) and otherwise in form and substance reasonably satisfactory to Buyer for each of the Owned Real Properties. (i) Evidence of remediation and resolution of all matters reflected, or required to be reflected, on Schedule 4.13 or Schedule 4.14 shall have been received and be reasonably satisfactory to Buyer. (j) Buyer shall have received a certificate, dated as of the certificate Closing Date and signed by a duly authorized officer of formation (or equivalent organizational document) for Seller, certified that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied (the “Seller Closing Certificate”). (k) Buyer shall have received a certificate, dated as of the Closing Date and signed by the Secretary or an Assistant Secretary of State Seller, certifying (A) to Seller’s due organization, valid existence and good standing in the state of California, (B) that attached thereto is a true and complete copy of the applicable jurisdiction Articles of organization; (ii) a certificate of good standing dated within ten (10) days Incorporation of the Seller and all amendments thereto as in effect on the Closing by Date, (C) that attached thereto is a true and complete copy of the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer Bylaws of the Seller, given together with all amendments thereto, as in effect on the Closing Date, (D) that attached thereto are true and complete copies of all resolutions adopted by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) and shareholders of such Person Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. , and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (eE) The the names and specimen signatures of the officers of Seller shall have obtained authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e“Seller Secretary’s Certificate”). (fl) The Seller shall have delivered to Buyer termination such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement (including an affidavit of non-foreign status if determined to be necessary). (m) Seller shall have caused the books, records, and accounting statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to reflect a write down, waiver of recovery and extinguishment of the balance accrued in the Seller’s lenderBalancing Account, as of the Closing Date, in accordance with the terms of the Settlement Agreement. (gn) The Seller shall have madenegotiated and executed a settlement agreement with F. Xxxxxxx Xxxxx to waive recovery of, or stand ready at and Seller shall have caused the books, records, and accounting statements of Seller to reflect a write off and extinguishment of the remaining, outstanding principal balance of the loan made by F. Xxxxxxx Xxxxx to Seller as of the Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary AgreementDate.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be to effect the Merger are subject to the fulfillment or waiversatisfaction (or, at or prior if applicable, waiver in the sole discretion of Buyer, except as to the Closingcondition described in (c) below), on or before the Closing Date, of each of the following further conditions: (a) The the Company and Parent shall have performed the obligations required to be performed by each of them under this Agreement at or prior to Closing in all material respects; (b) the representations and warranties of the Seller made Company and Parent set forth in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing DateDate (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); provided, excepthowever, that for purposes of this Section 9.2(b) no representation or warranty of the Company contained in Article 5 or of Parent contained in Article 6 shall be deemed untrue, inaccurate or incorrect, and neither the Company nor Parent shall be deemed to have breached any such representation or warranty, in both casesany case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article 5 (in the case of the Company) or Article 6 (in the case of Parent) has had or would reasonably be expected to have a Material Adverse Effect with respect to the Company or a Parent Material Adverse Effect with respect to Parent, (disregarding for purposes of this Section 9.2(b) all qualifications or limitations set forth in any representations or warranties as to “materiality,” “Material Adverse Effect,” “Parent Material Adverse Effect” and words of similar import); provided further, notwithstanding the foregoing proviso, for purposes of this Section 9.2(b), the representations and warranties contained in: (i) Sections 5.2 and 5.21, in the case of the Company, shall be deemed untrue and incorrect if not true and correct in all material respects, (ii) Section 5.7(b), in the case of the Company shall be deemed untrue and incorrect if not true and correct in all respects; and (iii) Sections 6.2 and 6.7, in the case of Parent, shall be deemed untrue and incorrect if not true and correct in all material respects;. (c) Regulatory Approval shall have been obtained and be in full force and effect and no such approval shall have imposed any condition or restriction on Buyer or Buyer Bank that would reasonably be expected to have a material adverse effect on the Buyer and its Subsidiaries, taken as a whole; provided that in determining whether a material adverse effect would reasonably be expected to result for changes expressly contemplated purposes of this Section 9.2(c), none of the following may be taken into account: (i) conditions or permitted by this Agreementrestrictions customarily imposed on similarly situated parties, or (ii) where any failure to be true conditions or restrictions imposed as a result of taken by Buyer or its Subsidiaries after the date hereof and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior related to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied.transactions contemplated hereby; (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified items to be delivered by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified Company pursuant to do business as to their good standingSection 4.2; and (iiie) a certificate no Order or other Law preventing or making illegal the consummation of an officer any of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyby this Agreement shall be in effect. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions purchase of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment or waiver, at on or prior to the Closing, of each Closing Date of the following further additional conditions: (a) The the representations and warranties of the Seller made contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating that are (i) qualified as to materiality or Material Adverse EffectEffect shall be true and correct in all respects and (ii) not so qualified shall be true and correct in all material respects, in each case at and as of the date Effective Date and at and as of this Agreement the Closing Date, as if made at and as of such dates (except to the extent in either case that any such representations and or warranties speak as of an earlier another date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating that are (x) qualified as to materiality or Material Adverse EffectEffect shall be true and correct in all respects and (y) not so qualified shall be true and correct in all material respects, in each case at and as of the date specified therein) and Buyer shall have received a certificate of Seller to such earlier dateeffect signed by a duly authorized officer of Seller; (b) each covenant and obligation that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects (except that those covenants and obligations which are qualified as to materiality, Material Adverse Effect or similar expressions, or are subject to the same or similar type exceptions, shall have been performed and complied with in all respects), and Buyer shall have received a certificate of Seller to such effect signed by a duly authorized officer of Seller; (c) the Bankruptcy Court shall have approved and authorized the assumption and assignment of the Assumed Agreements pursuant to the Sale Order; (d) each of the deliveries required to be made to Buyer pursuant to Section 3.4(a) and Section 4.3 shall have been so delivered; (e) the total sum of the Monthly Rental Billing Rate Amount of all items of Rental Equipment included in the Inventory at the Closing that are then on rent to customers under a month-to-month (MTM) arrangement, an operating lease (OLP) arrangement or a TTS (equity option) arrangement shall be equal to or greater than Six Hundred Fifty Thousand Dollars ($650,000), and Buyer shall have received a certificate of Seller to such effect signed by a duly authorized officer of Seller; (f) the total sum of the Original Acquisition Cost of all items of Rental Equipment included in the Inventory as of the Closing Date shall be equal to or greater than eighty-five percent (85%) of the total sum of the Original Acquisition Cost of all items of Rental Equipment included in the Inventory as though made of the Reference Date, and Buyer shall have received a certificate of Seller to such effect signed by a duly authorized officer of Seller; (g) there shall have been no Material Adverse Change in the Rental Equipment Since the Reference Date; (h) (i) the Telogy LLC 2010 Employee Incentive Plan as in effect as of the date hereof (the “Telogy Employee Incentive Plan”), shall not, with respect to the employees identified on Schedule 9.2(h), have been amended, modified or rescinded after the Effective Date, (ii) the Telogy Employee Incentive Plan shall, with respect to the employees identified on Schedule 9.2(h), be in full force and effect as of the Closing Date, except(iii) a copy of the Telogy Employee Incentive Plan shall have been distributed to each employee identified on Schedule 9.2(h), and (iv) Buyer shall have received a certificate of Seller signed by a duly authorized officer of Seller, certifying as to the satisfaction of the conditions in both cases, this Section 9.2(h); (i) for changes expressly contemplated or permitted by this Agreementeach of the employees identified on Schedule 9.2(i) shall have delivered a countersigned proprietary information agreement in substantially the form attached hereto as Exhibit I; and (j) since the Reference Date, no event shall have occurred that has had, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller . Any condition specified in this Section 9.2 may be waived by Buyer; provided that no such waiver shall have performed in all material respects all obligations required to be performed by effective against Buyer unless it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions is set forth in this Section 10.03(a) have been satisfieda writing executed by Buyer. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The Each and every obligation of Buyer under this Agreement (except for the obligations of Buyer to be fulfilled prior to the Closing and obligations that survive termination of this Agreement), including the obligation of Buyer to consummate the Closing, shall be subject to the satisfaction, on or before the Closing, of each of the conditions set forth in this Section 7.2, unless waived in writing by Buyer. (a) Sellers shall have obtained at their own expense (and shall have provided copies thereof to Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, as contemplated by Section 5.2, with respect to Governmental Entities, which are required on the part of Sellers, except for (i) any waivers, permits, consents, approvals, licenses or other authorizations which may be delivered or issued subsequent to the Closing Date pursuant to applicable law, rule or regulation relating to such waiver, permit, consent, approval, license or other authorization; and (ii) any failure to provide the appropriate notice or obtain the appropriate permit, authorization, consent or approval, or where any such conflict, breach, default, acceleration, termination, modification or cancellation, or any such imposition of any Security Interest, has not had or would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions:Agreement. (ab) The representations and warranties of the Seller made Sellers set forth in this Agreement that are qualified as to materiality shall be true and correct, disregarding all qualifiers correct and exceptions relating the representations and warranties of Sellers that are not qualified as to materiality or Material Adverse Effectshall be true and correct in all material respects, in each case, as of the date Closing as though made as of this Agreement and (except the Closing, provided that, to the extent that any such representations and warranties speak representation or warranty speaks as of an earlier a specified date, in which case such representations and warranties shall have been it need only be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, correct as of such earlier specified date. (c) Sellers shall have performed or complied with in all material respects their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date as though made on and as of the Closing DateClosing. (d) No Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, exceptorder, in both casesdecree, stipulation or injunction would (i) for changes expressly prevent consummation of the transactions contemplated or permitted by this Agreement, or (ii) where any failure cause the transactions contemplated by this Agreement to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectrescinded following consummation. (be) Seller Sellers shall have performed in all material respects all obligations required delivered to be performed by it under this Agreement on or prior to Buyer the Closing DateSellers Certificates. (cf) Buyer shall have received a certificate dated as such other certificates and instruments (including certificates of the Closing Date from Seller, executed by an authorized officer good standing of Seller, to the effect that the conditions set forth Sellers in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable their jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of , formation or incorporation, as applicable, and the Closing by the Secretary of State of each jurisdiction various foreign jurisdictions in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Sellerthey are qualified, given by each such officer on behalf of such Person and not in such officer’s individual capacitycertified charter documents, certifying certificates as to the operating agreement incumbency of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement officers and the transactions contemplated hereby and therebyadoption of authorizing resolutions) as it shall reasonably request in connection with the Closing. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Merger shall be subject to the fulfillment or Buyer's waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made Sellers contained in Article III and Article IV of this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) respects as of the Closing Date with the same effect as though made on at and as of such date, except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date, except where the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and correct would not reasonably be expected to have, have a Material Adverse EffectEffect (disregarding any materiality, Material Adverse Effect or similar qualifications in such representations and warranties). (b) Each Seller shall have performed have, in all material respects respects, duly performed and complied with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it under this Agreement on or prior to or on the Closing Date. (c) Buyer shall have received a certificate dated The written consents of DGI and DMIC voting in favor of this Agreement executed as of the Closing Date from Sellerdate hereof, executed by an authorized officer of Seller, to the effect that the conditions set forth shall remain in this Section 10.03(a) have been satisfiedfull force and effect. (d) Buyer shall have received a certificate, dated the following documentsClosing Date and signed by each Seller, that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) of this Agreement have been satisfied. (e) Since the date of this Agreement: (i) no change or event has occurred which has resulted in the certificate of formation (Company or equivalent organizational document) for Sellerthe Bank being subject to a Material Adverse Effect, certified by the Secretary of State of the applicable jurisdiction of organization;and (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized no condition, event, fact, circumstance or qualified other occurrence has occurred that may reasonably be expected to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (have or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and result in the case of an affirmative consent) and delivered Company or the consents Bank being subject to assignment listed on Schedule 10.03(e)a Material Adverse Effect. (f) The Seller There shall not have been made or threatened by any third party any claim asserting that such third party (a) is the holder or the beneficial owner of any equity security of the Bank or (b) is entitled to all or any portion of the Merger Consideration. (g) Sellers shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any a certificate of their respective Secretary certifying: (i) the Certificate of Incorporation and all Liens on Bylaws of the Station Assets relating Company as in effect immediately prior to the Indebtedness Closing, (ii) the Articles of Seller upon such payment Incorporation and Bylaws of the Bank as in effect immediately prior to the Seller’s lenderClosing and (iii) complete and correct copies of the resolutions of the boards of directors of DGI, DMIC, and the Company, authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Merger. (gh) The Seller Sellers shall have madedelivered, or stand ready at Closing caused to makebe delivered, to Buyer stock certificates evidencing the deliveries contemplated in Section 2.08(b)(iishares of Company Common Stock, free and clear of Liens, duly endorsed to Buyer or accompanied by stock powers or other instruments of transfer duly executed to Buyer. (i) Sellers shall have provided notice of termination and Section 2.08(b)(iiimade all termination payments required under any Material Contract that Buyer requests Sellers to terminate by providing written notice to Sellers not less than thirty (30) and each Ancillary Agreementdays prior to Closing.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of Seller contained in Article IV (other than the Seller made in this Agreement Fundamental Representations) shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) material respects as of the Closing Date and the Seller Fundamental Representations shall be true and correct in all respects, in each case, with the same effect as though made on at and as of the Closing Datesuch date (except those representations and warranties that address matters only as of a specified date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to which shall be true and correctcorrect in all material respects as of that specified date); provided , individually or in the aggregatehowever , has not had, that representations and would not reasonably be expected to have, a warranties qualified by Material Adverse Effect.Effect or other materiality qualifier must instead be true and correct in all respects; (b) Seller shall have duly performed and complied in all material respects with all obligations agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement on or them prior to or at the Closing Date.Closing; (c) Buyer Seller shall have received a certificate dated as of the Closing Date from Seller, delivered to Buyer duly executed by an authorized officer of Seller, counterparts to the effect that Transaction Documents (other than this Agreement and the conditions Employment Agreements) and such other documents and deliverables set forth in this Section 10.03(a) have been satisfied.3.02(a); (d) Buyer shall have received a certificate, dated the following documents:Closing Date and signed on behalf of Seller by a duly authorized officer (in such Person’s capacity as such and not individually), that each of the conditions set forth in Section 7.02(a), Section 7.02(b) and Section 7.02 (i) have been satisfied (the “Closing Certificate”); (e) Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller; (f) [Intentionally omitted]; (g) Buyer shall have obtained a fully bound R&W Insurance Policy; (h) Buyer shall have received the Financing; (i) Since the certificate date of formation (or equivalent organizational document) for Sellerthis Agreement, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) there shall not have been a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standingMaterial Adverse Effect; and (iiij) a certificate At the Closing, each of an officer of the Seller, given by each such officer on behalf of such Person Dxxxxx Xxxxxxx and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller Exxx XxXxxxxxxx shall have obtained (invested $250,000, $250,000 and $500,000, respectively, in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)Parent. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of the Seller or Vxxxxxx upon such payment to the Seller’s applicable lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller and Parent made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) for changes that take place after the LMA Commencement Date unless such changes result from Seller’s breach of this Agreement or the LMA or were under Seller’s control, (iii) for changes as a result of any act or omission of Buyer or its agents under the LMA or (iv) where any failure the failures to be true and correct, individually or in the aggregate, has have not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) . Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) , unless such nonperformance was a result of any act or omission of Buyer or its agents under the LMA. Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (db) Buyer shall have received the following documents: (i) the certificate of formation incorporation (or equivalent organizational document) for each Seller, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the any Seller is organized or qualified to do business as to their the good standing; andstanding as of a recent date of such Seller in such jurisdiction; (iii) a certificate of an officer of the each Seller, given by each such officer on behalf of such Person Seller and not in such officer’s individual capacity, certifying as to the operating agreement bylaws (or equivalent governing document) of such Person Seller and as to resolutions of the board of directors (or equivalent governing body) of such Person Sellers authorizing this Agreement and the transactions contemplated hereby and thereby.; (eiv) The Seller shall have obtained opinions of counsel to Parent and Operating Company opining as to the corporate matters set forth on Disclosure Schedule Section 10.03(b); and (v) a certificate of the Secretary of Parent, given by the Secretary on behalf of Parent and not in the Secretary’s individual capacity, certifying that the Requisite Approval or the Stockholder Approval, as the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e)may be, has been obtained. (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement at the applicable Closing shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closingcorresponding Closing Date, of each of the following further conditions: (a) The representations and warranties of the Seller made Company contained in this Agreement Article III shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of such Closing Date, with the same effect as though made at and as of such date of this Agreement and (except to those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects as of that specified date), except where the extent failure of such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correctcorrect would not, individually or in the aggregate, has not had, and would not have or reasonably be expected to have, have a Material Adverse Effect; provided, that the representations and warranties of the Company contained in Section 3.02 shall be true and correct in all respects as of such Closing Date, with the same effect as though made at and as of such date, without exception for immaterial errors or otherwise. (b) Seller On or prior to the First Closing, Buyer shall have performed satisfactorily completed its due diligence review of the Company and its business. (c) On or prior to the First Closing, the Company shall have engaged a PCAOB-qualified, independent registered accounting firm previously approved by Buyer. (d) On or prior to the First Closing, the Company shall have filed the Certificate of Designation for the Shares with the Illinois Secretary of State and delivered to Buyer evidence of the Illinois Secretary of State’s acceptance thereto. (e) On or prior to the First Closing, the Company shall have delivered a forbearance agreement executed by PNC in all material respects all obligations required form and substance acceptable to be performed by it under this Agreement PNC and reasonably acceptable to Buyer, pursuant to which PNC agrees (i) to forbear from taking action against the Company until December 31, 2020 with respect to events of default which have occurred on or prior to the First Closing and (ii) consent to the transactions contemplated by this Agreement, and which forbearance agreement shall include customary terms, conditions and covenants acceptable to PNC. (f) The Company shall have duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on such Closing Date. (cg) Buyer shall have received a certificate, dated as of such Closing Date and signed by a duly authorized officer of the Company, that each of the applicable conditions set forth in this Section 6.02 have been satisfied. (h) Buyer shall have received a certificate dated as of the Closing Date from SellerSecretary or an Assistant Secretary (or equivalent officer) of the Company certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Company Board authorizing the execution, executed by an authorized officer delivery and performance of Sellerthis Agreement and the consummation of the Transaction, including without limitation election of the Buyer Director Nominee pursuant to the terms hereof, and that all such resolutions are in full force and effect that and are all the conditions set forth resolutions adopted in this Section 10.03(aconnection with the transactions contemplated hereby, and (ii) have been satisfiedwith respect to the Second Closing, receipt of evidence of the effectiveness of the Name Change. (di) On or prior to the Second Closing, the Company shall have filed its annual report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”) and shall have regained compliance with respect to its quarterly reports on Form 10-Q under the Exchange Act for the periods ending March 31, 2019, June 30, 2019 and September 30, 2019 (the “Delinquent Reports”). (j) Within five (5) business days prior to the Second Closing, the Company shall have received confirmation from NASDAQ that it has regained compliance with the NASDAQ Listing Rule 5550(b)(1). (k) The Company shall have delivered, or caused to be delivered, to Buyer stock certificates evidencing the Transaction Shares being purchased at such Closing, free and clear of Encumbrances. (l) At or prior to the First Closing, the Company shall cause the Buyer Director Nominee to be elected to the Company Board, effective as of such Closing, all in accordance with the organizational documents of the Company and in compliance with all applicable Laws, including the Securities Act and the Exchange Act. (m) At each Closing, Buyer shall have received from the following documents: (i) Company the certificate of formation (or equivalent organizational document) for SellerDisclosure Schedule, certified by and from counsel to the Secretary of State of the applicable jurisdiction of organization; (ii) Company a certificate of good standing legal opinion dated within ten (10) days of the Closing by the Secretary of State as of each jurisdiction such Closing Date, in which the Seller is organized or qualified form and substance acceptable to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyBuyer. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions purchase of the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Contracts contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each Closing Date of the following further additional conditions: (a) The Seller shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by Seller on or prior to the Closing Date and the representations and warranties of the Seller made which are set forth in this Agreement shall be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, material respects as of the date of this Agreement and (except to the extent that any such representations representation and warranties speak warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) and as of an earlier the Closing Date (except to the extent that any such representation or warranty speaks as of a particular date, in which case such representations and warranties shall have been be true and correct, disregarding correct in all qualifiers and exceptions relating to materiality or Material Adverse Effect, respects as of such earlier other date) as of the Closing Date as though made on at and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.; (b) Seller There shall have performed not be or exist any change, effect, event, circumstance, occurrence or state of facts that has a Material Adverse Effect or a Material Adverse Change in all material respects all obligations required to be performed by it under this Agreement on the Purchased Assets or prior to in the Closing Date.business condition (financial or otherwise), results of operations, cash flows or prospects of the Business; (c) Buyer shall have received a certificate from the chief executive officer of Seller, dated as of the Closing Date from Seller, executed by an authorized officer of SellerDate, to the effect that that, to the best of such chief executive officer’s knowledge, the conditions set forth in this Section 10.03(aSections 8.2(a) and 8.2(b) have been satisfied.; (d) the Sale Order provides that any and all of the Claims and Encumbrances (other than Permitted Liens) on the Purchased Assets shall, upon Closing, attach only to the proceeds of such Purchased Assets and not to the Purchased Assets; (e) Seller shall provide evidence to Buyer that Buyer shall have the continued use and occupancy of the Facility Lease, at Buyer’s expense, consistent with Section 7.1(c), for at least six months after the Closing, as set forth in Section 7.1(c); and (f) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified other items to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have be delivered to it pursuant to Section 4.2. Any condition specified in this Section 8.2 may be waived by Buyer; provided that no such waiver shall be effective against Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderunless it is set forth in a writing executed by Buyer. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment or waiversatisfaction (unless waived by Buyer in writing), at or prior to before the Closing, of each of the following further conditions: (a) The All representations and warranties of the by Seller made as contained in this Agreement or in any written statement delivered by Seller under this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on complete at and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true as if such representations and correct, individually or in warranties were made at and as of the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.Closing; (b) Seller shall have performed in all material respects of its respective obligations, satisfied all obligations required to be performed by it under this Agreement on conditions and complied with all of its covenants and agreements hereunder at or prior to the Closing DateClosing (c) All final consents, approvals, authorizations of or notices to or filings with applicable self-regulatory organizations, governmental authorities and other third parties necessary or appropriate for the transfer of ownership of the Assets and the Business and the consummation of the transactions contemplated by this Agreement shall have been obtained without conditions that would impose an unreasonable burden on Buyer. (cd) No action, complaint, notification or proceeding shall have been received, instituted or threatened in writing against Seller challenging or seeking to enjoin or restrict the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, or challenging or questioning the compliance of Seller with any law, rule, regulation or notice; (e) Buyer shall have received from Seller a certificate, duly executed by an executive officer of such Seller, attesting to the matters set forth in (a) through (d) above; (f) Buyer shall have received a certificate dated as copy of resolutions adopted by the Shareholders of Seller authorizing the execution, delivery and performance by such Seller of this Agreement and all other agreements, instruments and certificates to be delivered by Seller pursuant hereto and the consummation by such Seller of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Sellertransactions contemplated hereby, certified by the Secretary of State of the applicable jurisdiction of organizationsuch Seller as being in full force and effect; (iig) Buyer shall have received a certificate copy of good standing dated within ten (10) days resolutions adopted by the Board of Directors of Seller authorizing the execution, delivery and performance by such Seller of this Agreement and all other agreements, instruments and certificates to be delivered by such Seller pursuant hereto and the consummation by such Seller of the Closing transactions contemplated hereby, certified by the Secretary of State of each jurisdiction such Seller as being in which the Seller is organized or qualified full force and effect; (h) Confidentiality, Nondisclosure and Noncompetition Agreements, inform and substance reasonably satisfactory to do business as to their good standingBuyer and its counsel, shall have been executed and delivered by Seller; and (iiii) a certificate A sufficient number of an officer Buyer’s shareholders shall have voted in favor of the Seller, given by each such officer on behalf Buyer’s consummation of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebyhereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be hereby are further subject to the fulfillment satisfaction (or waiver, waiver in writing) at or prior to the Closing, of each Closing of the following further conditions: (a) The representations and warranties of the Seller made contained in Article III of this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of correct at the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on hereof and as of the Closing Dateas if made at and as of such time, except, in both cases, (i) except for changes expressly permitted or contemplated or permitted by this Agreement, or hereby and except for representations that are as of a specific date (ii) where any failure to which representations shall be true and correctcorrect in all material respects as of such date), individually or and except where all such failures would not, in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect.; (b) Seller shall have performed in all material respects all its obligations under this Agreement required to be performed by it under this Agreement on at or prior to the Closing Date.pursuant to the terms hereof; (c) Buyer Seller shall have received delivered to Buyer a certificate as to the satisfaction of the conditions contained in Sections 6.3(a) and 6.3(b), dated as of the Closing Date from Seller, and executed by an authorized officer of Seller, ; (d) Seller or its affiliates shall have delivered to the effect that the conditions Buyer those items set forth in this Section 10.03(a) have been satisfied.1.5; (de) Buyer shall have received the following documents: proceeds of the financings described in the Commitment Letter; provided, however, that this Section 6.3(e) shall be of no force or effect if Buyer does not receive such proceeds (i) the certificate of formation (for any reason not stated as a condition in such Commitment Letter or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate if the actions or inactions of good standing dated within ten (10) days Buyer results in the failure of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified Buyer to do business as to their good standingreceive such proceeds; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements the consents set forth on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on Schedule 6.3(f) of the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderDisclosure Schedules. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer under this Agreement are subject to consummate the transactions contemplated satisfaction at or prior to the Closing of the following conditions, but compliance with any such conditions may be waived by Buyer in writing: (a) The stockholders of Seller holding secured convertible promissory notes issued by Seller (the “Bridge Notes”) shall have agreed in writing (i) to subordinate the Bridge Notes to the payment of the Assumed Liabilities, and (ii) that, except for the right the holders of such Bridge Notes to receive from Seller a portion of the Cash Consideration, all obligations of Seller pursuant to the Bridge Notes shall be deemed satisfied and released, and the Bridge Notes shall be deemed cancelled, upon receipt of the Cash Consideration by Seller. Seller shall execute and deliver, or cause to be executed and delivered, to Buyer at the Closing such releases, Form UCC-3s, United States Patent and Trademark Office releases and similar documents as may be necessary or appropriate to terminate liens, security interests and encumbrances on the Assets securing the Bridge Notes (collectively, the “Releases”). (b) All representations and warranties of Seller contained in this Agreement will be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing except representations that are qualified by “materiality” which must be true and correct in all respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing. (c) Seller must have performed and complied with all the covenants and agreements required by this Agreement shall to be subject to the fulfillment performed or waiver, complied with by it at or prior to the Closing, including without limitation the delivery of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations items required to be performed delivered by it under this Agreement on or prior Seller pursuant to the Closing Date. (c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied1.7. (d) The Sublease must have been amended to contain contractual terms satisfactory to Buyer shall in its reasonable discretion, such amended Sublease must have received been assigned by Seller to Buyer, conditioned upon the following documentsClosing, and all necessary consents to such amendment and assignment of other parties to the Sublease and the applicable master lease must have been obtained. (e) Seller must have obtained the following: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as With respect to the operating agreement of such Person and as contracts listed in Schedule 5.1(e)(i), the written consent to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and therebythe assignment of such contracts to Buyer of the other parties to all such contracts must have been obtained in accordance with the requirements of such contracts and without change in the financial terms thereof or, in the aggregate, any material cost to Seller or Buyer incurred in connection with obtaining such consents and assignments. (eii) The Seller shall Other than with respect to the contracts listed in Schedule 5.1(e)(i), all necessary contractual and governmental consents, approvals, orders or authorizations must have been obtained (and all necessary contractual or governmental notices must have been given, in accordance with the requirements of any applicable contracts and in each case without change in the case of an affirmative consent) and delivered financial terms thereof or, in the aggregate, any material cost to Seller or Buyer incurred in connection with obtaining such consents to assignment listed on Schedule 10.03(e)or giving such notices. (f) The Seller shall have delivered As of the Closing Date, there will be no pending or threatened litigation by any Person seeking to Buyer termination statements on Form UCC-3 enjoin any aspect of the operation of the Business or other appropriate releasesthe consummation of the transactions contemplated by this Agreement, which when filed will release any and all Liens on or otherwise affecting the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lenderBusiness. (g) The As of the Closing Date there will not have occurred in the opinion of Buyer, in its reasonable discretion, any material adverse change in the Business or Assets since the Latest Balance Sheet Date. (h) Seller shall must have madedelivered to Buyer executed UCC Termination Statements or other releases satisfactory to Buyer to evidence the release of any Liens on the Assets. (i) Seller must have delivered to Buyer an officer’s certificate, or stand ready at substantially in the form of Exhibit G to this Agreement and a certificate of its secretary, substantially in the form of Exhibit H to this Agreement. (j) Seller must have obtained the resignation of all of Seller’s employees. (k) Seller must have delivered to Buyer a legal opinion of Seller’s counsel, substantially in the form of Exhibit I to this Agreement. (l) Seller must have delivered to Buyer a completed IRS Form W-9 and a non-foreign affidavit dated as of the Closing Date, sworn under penalties of perjury and in form and substance required under Treasury Regulations issued pursuant to make, Section 1445 of the deliveries contemplated Code stating that Seller is not a “foreign person” as defined in Section 2.08(b)(ii1445 of the Code. (m) Seller must have delivered to Buyer (i) an officer’s certificate certifying that, with respect to each agreement listed in Schedule 2.15(c), Seller has delivered a notice of termination to all parties to such agreement (other than Seller), which notice of termination shall be made and delivered in compliance with the provisions of such agreement and (ii) a copy of each delivered notice of termination referred to in Section 2.08(b)(iii) and each Ancillary Agreement5.1(m)(i).

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made contained in this Agreement Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct, disregarding correct in all qualifiers and exceptions relating to respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect, as ) or in all material respects (in the case of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to any representation or warranty not qualified by materiality or Material Adverse Effect, as of such earlier date) on and as of the Closing Date as though made date hereof and on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, except, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects). (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement them prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) All required approvals, consents and waivers shall have been received and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing DateClosing. (cd) The Transaction Documents (other than this Agreement) shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (e) Buyer shall have received a certificate, dated the Closing Date and signed by Seller that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied. (f) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer Seller certifying that attached thereto are true and complete copies of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified all resolutions adopted by the Secretary Company, authorizing the execution, delivery and performance of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (eg) The Seller Buyer shall have obtained (received resignations of the directors and in officers of the case of an affirmative consent) and delivered the consents Company pursuant to assignment listed on Schedule 10.03(eSection 1.04(b). (fh) The Seller shall have delivered to Buyer termination statements on Form UCC-3 a good standing certificate (or other appropriate releases, which when filed will release any and all Liens on its equivalent) for the Station Assets relating to Company from the Indebtedness Secretary of Seller upon such payment to State of the Seller’s lenderstate of California. (gi) The Seller shall have madedelivered, or stand ready at Closing caused to makebe delivered, to Buyer stock certificates evidencing the deliveries Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed. (j) Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The All of the representations and warranties of the Seller made contained in this Agreement shall be true and correct, disregarding correct in all qualifiers respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, except, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects). (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Since the date of this Agreement, there shall not have occurred any material adverse change in the Business or the condition of the Purchased Assets. (d) All requirements for the valid consummation by Seller of the transactions contemplated by this Agreement and the documents to be delivered hereunder shall have been fulfilled, and all authorizations, consents and approvals of all persons or entities required to be performed obtained (including the expiration of all applicable waiting periods) in order to permit the consummation by it under Seller of the transactions contemplated by this Agreement and the documents to be delivered hereunder shall have been obtained on terms satisfactory to Buyer. (e) All Encumbrances relating to the Purchased Assets shall have been released in full, and Seller shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion, of the release of such Encumbrances. (f) No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any governmental authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (g) All employees and independent contractors listed on Schedule 6.1(g) (individually, a “Key Employee” and collectively, the “Key Employees”) shall have accepted Buyer’s offer to employ such employee, or engage such independent contractor, as of the Closing Date on such terms and conditions (including base compensation, benefits and non-competition covenants) that are satisfactory to Buyer in its sole discretion; provided, however, that Buyer agrees that such terms and conditions, on the whole, will be comparable to the terms and conditions provided by Seller prior to the Closing; provided, further, that any such employment shall be at- will notwithstanding any existing agreement between such Key Employee and Seller; and provided, further, that a condition to Buyer’s offer shall be that the Key Employees execute a non-disclosure agreement in favor of Buyer in form and content satisfactory to Buyer and Seller. Buyer intends to offer employment to all employees of Seller, and Seller shall terminate all employees who accept Buyer’s offer of employment as of the Closing Date. (ch) Buyer shall have received a certificate dated as financing on terms acceptable to Buyer for the payment of the Closing Date from Seller, executed Purchase Price and consummation of the transactions contemplated by an authorized officer of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfiedAgreement. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating duly executed counterparts to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the documents and deliveries contemplated set forth in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement2.02(a).

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment or waiver, at or prior to the Closing, of each satisfaction of the following further conditions, any one or more of which may be waived in writing by Buyer: (a) Sellers shall have delivered to Buyer all agreements, instruments and documents required to be delivered by Sellers pursuant to Section 2.3(b) and Section 6.19(d); (b) The Seller Approvals and the Company Approvals set forth in Schedule 8.2(b) shall have been duly made, given or obtained and shall be in full force and effect; (c) Each of the representations and warranties of the Seller made Sellers contained in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and correct as of the Closing Date, exceptwith the same effect as though such representations and warranties had been made at and as of such time (other than representations and warranties that speak as of another specific date or time (including, for the avoidance of doubt, any representation or warranty specified herein as being made as of or through the date of this Agreement), which need only be true and correct as of such date or time) except where the failure to be so true and correct (without regard to any Material Adverse Effect or materiality qualifications set forth in both cases, any such representations and warranties) would not (i) for changes expressly contemplated or permitted by this Agreementin the case of any of the representations and warranties of Sellers in Article III and Section 4.3, or (ii) where any failure cause such representation and warranty not to be true and correct, individually or correct in all material respects and (ii) in the aggregatecase of all other representations and warranties of Sellers, has not had, and would not reasonably be expected to have, have a Material Adverse Effect.Effect on the Company; (bd) Seller Sellers shall have performed or complied, in all material respects respects, with all obligations of the covenants and agreements required by this Agreement to be performed or complied with by it under this Agreement on them at or prior to before the Closing Date.Closing; (ce) Buyer Sellers shall have received delivered to Buyer a certificate dated as of the Closing Date from SellerDate, executed by an authorized officer of Seller, to the effect certifying that the conditions set forth specified in this Section 10.03(a8.2(c) and Section 8.2(d) have been satisfied.fulfilled; (df) Buyer shall have received the following documents: (i) Audited 2010 Financial Statements, and the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State Audited 2010 Financial Statements shall contain an unqualified opinion of the applicable jurisdiction auditor thereof with respect to the audited balance sheet and related audited statements of organization; (ii) a certificate of good standing dated within ten (10) days income, cash flow and changes in partners’ equity of the Closing by Company as of and for the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standingfiscal year ended December 31, 2010; and (iiig) a certificate Sellers shall have taken such actions as are necessary to ensure, to the satisfaction of an officer Buyer, that Sellers shall be solely responsible for all liabilities and obligations of the SellerCompany under the engagement letter between the Company and Credit Suisse Securities (USA), given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as LLC with respect to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment prior to or waiverat Closing of the following conditions, unless waived by Buyer in writing: (i) All of the covenants and obligations that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing, of Closing (considered collectively) and each of the following further conditions: those covenants and obligations (aconsidered individually) The shall have been duly performed and complied with in all material respects, (ii) each of Sellers' representations and warranties of the Seller made contained in this Agreement shall be true and correctcorrect in all material respects (ignoring, disregarding all qualifiers and exceptions relating to for this purpose, any materiality or Material Adverse Effect, material adverse effect qualifications to such representations and warranties) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though if made on and as of the Closing Date, except, in both cases, Date (i) for changes expressly contemplated except as to any representation or permitted by this Agreement, or (ii) where any failure warranty which specifically relates to be true and correct, individually or in the aggregate, has not hadan earlier date), and would not reasonably (iii) Buyer shall have received a certificate signed by the Sellers to the effect that the foregoing conditions have been satisfied. Compliance with covenants and obligations and accuracy of representations and warranties shall be expected determined without regard to have, a Material Adverse Effectsupplements or amendments to Schedules made pursuant to Section 5.9. (b) Seller The approvals and consents listed on SCHEDULE 6.3 shall have performed been received or deemed received in all material respects all obligations required each case without any conditions, restrictions or limitations. (c) All of the Real Property Leases used in the Business and in the name of INPOP shall have been transferred to be performed by it under this Agreement on or prior to the Company. (d) All of the Material Contracts are in full force and effect as of the Closing Date. (ce) There shall not have been any distributions of any kind from the Company to any Person from May 31, 2002 through the Closing Date, provided, however, that (i) on the Closing Date, and upon the terms and subject to the conditions of this Agreement, Sellers may cause the Company to make the Cash Distribution from Available Cash, and (ii) prior to the Closing Date, the Sellers may cause the Company to make a distribution to Jeffory Moseley of the Company's equity interest in INPOP, representixx xxx Xxxxxxx's initial investment of $100,000.00 in INPOP. (f) Magnificat Music, L.L.C. is a wholly owned subsidiary of the Company as of the Closing Date. (g) Carmen Moseley and the Jeff and Carmen Moseley Charitable Remainder Uxxxxxxx xxxx xxecuted axx xelivexxx, xxxxxxxx to Section 2.4(b)(vii) of this Agreement, releases (the "Distribution Releases") in which they have (i) consented to the Cash Distribution being distributed exclusively to Jeffory Moseley on the Closing Date, (ii) absolutely, unconditionally xxx xxxxxxxxxxy released and forever discharged the Company, its subsidiaries, Buyer, and each of their Affiliates and respective past, present and future officers, directors, employees, agents, representatives, stockholders, successors EXECUTION COPY and assigns from and against any and all actions, causes of action, claims, demands, obligations, contracts, agreements, debts, liabilities, and damages whatsoever relating to any and all rights to any distributions made by the Company, and (iii) waived any and all provisions in the Company's Articles of Organization and Operating Agreement relating to any distributions made by the Company. (h) There shall not have been any Sellers Material Adverse Effect with respect to the Company, its subsidiaries or their assets between the date hereof and the Closing Date, and Buyer shall have received a certificate dated as of the Closing Date from SellerDate, executed signed by an authorized officer of Seller, Sellers to the effect that the conditions set forth in this Section 10.03(a) have been satisfiedsuch effect. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller Sellers made in this Agreement shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, Agreement or (ii) where any failure the failures to be true and correct, individually or in the aggregate, has have not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller . The Sellers shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date. (c) . Buyer shall have received a certificate dated as of the Closing Date from Sellerthe Sellers, executed by an authorized officer of each Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (eb) The Seller Sellers shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Disclosure Schedule 10.03(eSection 10.03(b). (fc) The Seller Sellers shall have delivered to Buyer (A) pay-off letters or similar documents evidencing the discharge or payment in full of the Indebtedness of the Sellers duly executed by each lender of the Indebtedness of the Sellers and (B) termination statements on Form UCC-3 UCC-3, or other appropriate releases, which when filed will release and satisfy any and all Liens on the Station Assets relating to the Indebtedness of Seller upon the Sellers, together with proper authority to file such payment to termination statements or other releases at and following the Seller’s lenderClosing. (gd) The Seller Sellers shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii2.07(b) and Section 2.08(b)(iii2.07(c) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer hereunder are, at the option of Buyer, subject 12 to consummate and conditioned upon the transactions contemplated by this Agreement shall be subject to the fulfillment or waiversatisfaction, at or prior to the ClosingClosing Date, of each of the following further conditions: (a) The 7.1 All of the representations and warranties of the Seller Sellers contained herein or otherwise made in this Agreement writing in connection with the transactions contemplated hereby shall be true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and correct as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure and Sellers shall have complied with and performed all of the agreements and conditions on Sellers' part to be true and correctcomplied with or performed pursuant to this Agreement on or before the Closing Date. Without limitation of the foregoing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller Sellers shall have performed in paid all material respects all obligations required to be performed by it under this Agreement post-petition taxes on or prior to the Closing DateDate and shall have provided Buyer with satisfactory evidence of such payment. (c) 7.2 Buyer shall have received a certificate dated as receive all of the documents required pursuant to Section 9 hereof. 7.3 The Bankruptcy Court shall have issued a Final Order approving the sale of the Purchased Assets to Buyer on terms acceptable to Buyer. The Final Order shall contain a finding that Red Three has no interest in the Concept. 7.4 Prior to the Closing Date from SellerDate, executed by an authorized officer there shall not have occurred any event or condition that would make the premises subject to the Lease unfit, in whole or in substantial part, for operation as a restaurant. Without limitation of the foregoing, prior to the Closing Date, the Restaurant shall not have suffered or experienced any fire, flood, tornado or other similar and substantial catastrophe or act of God. 7.5 No litigation shall be pending or, to the knowledge of Seller, to threatened, involving or affecting the effect that the conditions set forth in this Section 10.03(a) have been satisfiedPurchased Assets. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified by the Secretary of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations Sellers shall have duly performed and warranties of the Seller made complied in this Agreement shall be true all material respects with all agreements, covenants and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of the date of conditions required by this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as each of the Closing Date as though made Ancillary Documents to be performed or complied with by it prior to or on and as of the Closing Date; provided, exceptthat, with respect to agreements, covenants and conditions that are qualified by materiality, Sellers shall have performed such agreements, covenants and conditions, as so qualified, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects. (b) Seller No Action shall have performed been commenced against Buyer, either Seller or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in all material respects all obligations required effect, which restrains or prohibits any transaction contemplated hereby. (c) All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to be performed by it under this Agreement on Buyer at or prior to the Closing DateClosing. (cd) The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer. (e) Buyer shall have received resignations of the Sellers as managers of the Company. (f) Sellers shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (g) Each Seller shall have delivered to Buyer a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Code. (h) To the extent that the Units have been certificated, Sellers shall have delivered, or caused to be delivered, to Buyer unit certificates evidencing the Units, free and clear of Encumbrances, (i) Buyer shall have received a certificate, dated the Closing Date and signed by each Seller, that each of the conditions set forth in Section 6.02(a) have been satisfied. (j) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized officer Sellers certifying that attached thereto are true and complete copies of Seller, to the effect that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate of formation (or equivalent organizational document) for Seller, certified all resolutions adopted by the Secretary of State members and managers of the applicable jurisdiction Company authorizing the execution, delivery and performance of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (ek) The Seller Buyer shall have obtained (received a certificate of the Sellers certifying the names and in signatures of each Seller and any other Seller Affiliate authorized to sign this Agreement, the case of an affirmative consent) Ancillary Documents and the other documents to be delivered the consents to assignment listed on Schedule 10.03(e)hereunder and thereunder. (fl) The Seller Sellers shall have delivered to Buyer termination statements on Form UCC-3 such other documents or other appropriate releases, which when filed will release any instruments as Buyer reasonably requests and all Liens on are reasonably necessary to consummate the Station Assets relating to the Indebtedness of Seller upon such payment to the Seller’s lender. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries transactions contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary by this Agreement.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment or Buyer's waiver, at or prior to the Closing, of each of the following further conditions: (a) The representations and warranties of the Seller made in this Agreement shall be true and correct, disregarding all qualifiers correct on and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement hereof and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made on and as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, except, the accuracy of which shall be determined as of that specified date in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effectall respects). (b) Seller shall have duly performed and complied in all material respects with all obligations agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it under this Agreement prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced or threatened against Buyer, Seller or any of the Companies, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any of the Contemplated Transactions. (d) Buyer shall have obtained a binding and irrevocable commitment for financing the full amount of the Down Payment, which commitment shall not include or impose any terms or conditions which are unacceptable to Buyer. (e) No material adverse change in the Companies, their properties and assets, or prospects shall have occurred since the Effective Date. (f) Seller shall have provided Buyer with Certificates of Good Standing for each of the Companies, certified by the Secretary of State (or other appropriate government official) of the state in which such Company has been duly formed or organized, issued not more than ten (10) days prior to the Closing Date. (cg) All mortgages, security interests, liens and other Encumbrances upon or against the properties and assets of the Companies and against the Shares, other than such mortgages, security interests, liens and Encumbrances as shall have been created by Buyer, shall have been released, and all material required approvals, consents and waivers to the Contemplated Transactions shall have been received. (h) Seller shall have made the Closing deliveries described in Section 2.03(b) and shall have delivered to Buyer the officer and director resignations contemplated and required by Section 5.06. (i) Buyer shall have received a certificate, dated the Closing Date and signed by Seller’s President or other duly authorized officer of Seller, stating that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied. (j) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by Secretary or an authorized officer Assistant Secretary (or equivalent officer) of Seller, to the effect Seller certifying that the conditions set forth in this Section 10.03(a) have been satisfied. (d) Buyer shall have received the following documents: (i) the certificate attached thereto are true and complete copies of formation (all resolutions adopted by Seller’s Board of Directors, Shareholders, and Minority Shareholders authorizing Seller’s execution and delivery of this Agreement by Seller’s President or equivalent organizational document) for other duly authorized officer, Seller, certified by the Secretary ’s performance of State of the applicable jurisdiction of organization; (ii) a certificate of good standing dated within ten (10) days of the Closing by the Secretary of State of each jurisdiction in which the Seller is organized or qualified to do business as to their good standing; and (iii) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement and the transactions contemplated hereby other Transaction Documents, and therebythe consummation of the Contemplated Transactions; and (ii) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Contemplated Transactions. (ek) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releases, which when filed will release any and all Liens on a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the Station Assets relating to meaning of Section 1445 of the Indebtedness of Seller upon such payment to the Seller’s lenderCode. (gl) The Seller shall have made, delivered to Buyer such other documents or stand ready at Closing instruments as Buyer reasonably requests and are reasonably necessary to make, consummate the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary AgreementContemplated Transactions.

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment fulfillment, or waiver, at or prior to the Closingwritten waiver by Buyer, of each of the following further conditions: (a) The representations and warranties of Seller and the Seller made Company contained in this Agreement shall be true and correct, disregarding correct in all qualifiers material respects at and exceptions relating to materiality or Material Adverse Effect, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except, in both cases, (i) for changes expressly contemplated or permitted by this Agreement, or (ii) where any failure to be true ; Seller and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Seller Company shall have performed and complied in all material respects with all obligations agreements required by this Agreement to be performed or complied with by it under this Agreement on Seller and the Company at or prior to the Closing Date.; and Buyer shall have received a certificate, dated as of the Closing Date, signed by Seller and the Chief Executive Officer of the Company to the foregoing effects; (b) No action or proceeding shall have been instituted or threatened for the purpose or with the probable or reasonably likely effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof; (c) Buyer shall have received a certificate an opinion of Fee & Xxxxxxxx, P.A., counsel for the Company and Seller, dated as of the Closing Date from SellerDate, executed by an authorized officer of Seller, to in the effect that the conditions set forth in this Section 10.03(a) have been satisfied.form attached hereto as Exhibit C; (d) Seller shall have executed and delivered to Buyer the Consulting Agreement (herein so called) in the form attached hereto as Exhibit D; (e) Seller shall have executed and delivered to Buyer the Non-Competition and Non-Solicitation Agreement (herein so called) in the form attached hereto as Exhibit E; (f) Prior to the Closing, there shall not have occurred any material casualty or damage (whether or not insured) to any facility, property or equipment owned or used by the Company or any of its Subsidiaries; there shall have been no material adverse change in the financial condition, business, prospects, properties, results of operations, cash flow or capital expenditures of the Company or any of its Subsidiaries since March 31, 2010; and the business of the Company and each such Subsidiary shall have been conducted only in the ordinary course consistent with past practices; (g) Buyer shall have received the following documents:minute books and stock transfer records contemplated by Section 5.1 hereof and the resignations contemplated by Section 5.13 hereof; (h) All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained; (i) All necessary action (corporate or otherwise) shall have been taken by Seller and the certificate of formation (or equivalent organizational document) for SellerCompany to authorize, certified by approve and adopt this Agreement and the Secretary of State consummation and performance of the applicable jurisdiction transactions contemplated hereby, and Buyer shall have received a certificate, dated as of organizationthe Closing Date, of the Chief Executive Officer of the Company to the foregoing effect; (iij) a Buyer shall have received from Seller or his duly appointed agent and attorney-in-fact the stock certificate of good standing dated within ten (10) days or certificates representing all of the Closing Purchased Shares owned by Seller accompanied by stock powers duly executed in blank; (k) Buyer shall have acquired all of the Secretary Common Shares not owned by Seller on terms and conditions satisfactory to Buyer in its sole and absolute discretion; (l) All treasury stock of State the Company shall have been cancelled; (m) The Company’s election to be taxed as an S corporation shall have been revoked; (n) Buyer shall have received a letter from CNA insurance Co., addressed to both the Company and Buyer, confirming that the Company’s performance bond shall remain in full force and effect following the Closing; (o) Each of Seller and the Company shall have executed and delivered each jurisdiction agreement, instrument and document required to be executed by such party in which the Seller is organized or qualified to do business as to their good standingconnection herewith; and (iiip) a certificate of an officer of the Seller, given by each such officer on behalf of such Person and not in such officer’s individual capacity, certifying as to the operating agreement of such Person and as to resolutions of the board of directors (or equivalent governing body) of such Person authorizing this Agreement Seller and the transactions contemplated hereby and thereby. (e) The Seller shall have obtained (and in the case of an affirmative consent) and delivered the consents to assignment listed on Schedule 10.03(e). (f) The Seller Company shall have delivered to Buyer termination statements on Form UCC-3 or other appropriate releasessuch good standing certificates, which when filed will release any officers’ certificates and all Liens on the Station Assets relating similar documents and certificates as counsel for Buyer shall have reasonably requested prior to the Indebtedness Closing Date. The decision of Seller upon such payment Buyer to consummate the transactions contemplated by this Agreement without the satisfaction of any of the preceding conditions shall not constitute a waiver of any of Seller’s lenderand/or the Company’s representations, warranties, covenants or indemnities herein. (g) The Seller shall have made, or stand ready at Closing to make, the deliveries contemplated in Section 2.08(b)(ii) and Section 2.08(b)(iii) and each Ancillary Agreement.