Common use of Conditions to Obligations of Buyers Clause in Contracts

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (i) The General Seller Representations and the IP Representations shall be true and correct in all respects as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (ii) The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied. (v) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations representations and the IP Representations warranties of Sellers contained in this Agreement and any certificate delivered by Sellers pursuant hereto shall be true and correct in all respects (disregarding, for purposes of this Section 3.04(a), any exception or qualification of such representations and warranties relating to materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case 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 true and correct in all respects determined as of that specified datedate in all respects), except where the failure of that any inaccuracies in such representations and warranties to will be true and correct would disregarded for purposes of this Section 3.04(a) if such inaccuracies, considered collectively, do not have a Material Adverse EffectEffect as of the Closing Date. (iib) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents 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, Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (iiic) The From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (d) Each Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Transaction Documents to which any Seller or the Acquired Company is a party (other than this Agreement, the Software License Agreement, ) and such other documents and deliveries set forth in Section 3.02(b3.02(a). (ive) Buyers shall have received all Permits constituting Purchased Assets and set forth on Schedule 3.04(e). (f) Buyers shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of each Seller, that each of the conditions set forth in Section 7.02(b)(i3.04(a) and Section 7.02(b)(ii3.04(b) have been satisfiedsatisfied (the “Seller Closing Certificate”). (vg) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Sellerthe board of directors of such 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, 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 certifying the names and signatures of the officers of such Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (vi) [Reserved]. (viih) The Phase II Qualified Recipients (as defined below) of U.S. Buyer shall have received on the third Business Day prior to the Closing contemplated by Date the CIT Group Agreement following reports, which shall in each case be consummated simultaneously prepared in accordance with (and limited to the information typically set forth on) Sellers’ current, ordinary course record-keeping practices relating to reports of such nature: (i) list of vendors of the Business, (ii) list of pricing and terms with respect to such vendors, (iii) list of customers of the Business, and (iv) list of pricing and terms with respect to such customers. As used herein, the term “Qualified Recipients” shall mean exclusively personnel of Buyers who have responsibility for information technology and financial management matters for the Business following the Closing, and such term shall specifically exclude any personnel with any responsibility for or involvement in any sales or marketing activities. Prior to the Closing, the Qualified Recipients shall hold such information in strict confidence, shall convey such information to no other Person and shall use such information only with respect to the transition of ownership of the Business with respect to information technology and financial management matters (and not for any competitive purpose). If this Agreement is terminated and the Closing does not occur, then the Qualified Recipients (A) shall expunge all such information from the records of any Buyer and (B) shall promptly return or destroy such reports (at the election of Sellers).

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers each Buyer to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ such Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations representations and warranties of Sellers contained in Article III that are not qualified by “material”, “materially”, “Material Adverse Effect”, “material adverse effect” or similar qualification or standard shall be true and correct in all material respects at and as of the IP Representations Closing Date as of made on the Closing Date (except to the extent expressly made as of another date, in which case as of such other date). (b) The representations and warranties of Sellers contained in Articles III of this Agreement that are qualified by “material”, “materially”, “Material Adverse Effect”, “material adverse effect” or similar qualification or standard shall be true and correct in all respects at and as of the Closing Date and as if made on the Loan Level Representations shall be true and correct in all respects with respect Closing Date (except to the Transferred Interests extent expressly made as of the Closing Dateanother date, in each which case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified other date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iic) The Each Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (iiid) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers Buyer shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of each Seller, that each of the conditions set forth in Section 7.02(b)(i6.2(a), Section 6.2(b) and Section 7.02(b)(ii6.2(c) have has been satisfied. (ve) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the managers and members of such Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) Buyers shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying the names and signatures of the officers of such Seller authorized to sign this Agreement and the other documents to be delivered hereunder. (g) Each Seller shall have delivered, or caused to be delivered, to Buyer, a Membership Interest Assignment, duly executed by such Seller. (vih) [Reserved]No Material Adverse Effect shall have occurred. (viii) Each Seller shall have delivered to Buyer written resignations in form and substance reasonably satisfactory to Buyer, effective as of the Closing Date, of all of the officers, directors and managers of each Acquired Company appointed by such Seller, if any. (j) The Phase II Parties shall have agreed on an adjustment to the NC-31 Closing contemplated by Purchase Price and the CIT Group Agreement shall be consummated simultaneously with NC-47 Closing Purchase Price, in each case to the Closingextent necessary to reflect certain operational and management costs, including those related to vegetative management, drainage control and reconciliation of accounts.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by under this Agreement to occur at the Closing shall be are subject to the fulfillment or Buyers’ waiver, satisfaction at or prior to the Closing, of each Closing of the following conditions, but Buyers may waive compliance with any such conditions in writing: (ia) The General Seller Representations All representations and the IP Representations shall warranties of Sellers contained in this Agreement will be 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 Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though such representations and warranties were made at and as of such date (the Closing, except for those representations and warranties that which address matters only as of a specified date, particular date (which shall will be true and correct in all respects only as of that specified such date)) and Buyers will have received a certificate to such effect, except where in form and substance reasonably satisfactory to Buyers, executed on behalf of SCL by an executive officer of SCL and by the failure of such representations and warranties to be true and correct would not have a Material Adverse EffectPrincipal Stockholders. (iib) The Seller shall Sellers will have duly performed and complied in all material respects with all agreements, the covenants and conditions agreements required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them at or prior to or the Closing, including without limitation the delivery of all items required to be delivered by them pursuant to Section 1.7, and Buyers will have received a certificate to such effect, in form and substance reasonably satisfactory to Buyers, executed on behalf of SCL by an executive officer of SCL and by the Closing DatePrincipal Stockholders. (iiic) The All required contractual and governmental consents, approvals, orders, licenses, bonds or authorizations, set forth on Schedule 5.1(c)(i), will have been obtained and all necessary contractual or governmental notices, set forth on Schedule 5.1(c)(ii), will have been given. (d) All filings pursuant to the HSR Act will have been made by Sellers and their respective affiliates and the required waiting period under the HSR Act will have expired or been terminated without any threat or commencement of antitrust proceedings with respect to the transactions contemplated by this Agreement. (e) There will be no pending or threatened litigation in any court or any proceeding before or by any Governmental Body to restrain or prohibit or obtain damages or other relief with respect to this Agreement or the other Seller shall Documents or the consummation of the transactions contemplated by this Agreement or as a result of which Buyers could be required to dispose of any assets or operations of Buyers or their affiliates (including any material assets or operations to be acquired) or to comply with any material restriction on the manner in which Buyers or their affiliates conduct their operations (including the operations of the Companies). (f) All Liens on the assets of any Company or the Shares, other than Liens on assets identified on Schedule 2.6(b) to remain after Closing, will have been released and Sellers will have delivered to Buyers duly executed counterparts UCC-3 termination statements or other releases satisfactory to Buyers to evidence such releases. (g) The Associate Employment Agreement attached as Exhibit C-1 that was executed by Xxxxxxxxx on or prior to the Assignment date hereof (the "Xxxxxxxxx Agreement"), will be in full force and Assumption effect. (h) The Associate Employment Agreement attached as Exhibit C-2 that was executed by Xxxxxxxx on or prior to the date hereof (the "Xxxxxxxx Agreement"), will be in full force and effect. (i) The Associate Employment Agreement attached as Exhibit C-3 that was executed by Fadida on or prior to the Software License date hereof (the "Fadida Agreement"), will be in full force and such other documents and deliveries effect. (j) Sellers will have delivered the Associate Employment Agreements to Buyers, substantially in the form of Exhibit C-4, executed by the executive officers of the Companies set forth in Section 3.02(bon Schedule 5.1(j). (ivk) Buyers shall Sellers will have received a certificate (a “Seller Closing Certificate”)delivered the Noncompetition Agreements to Buyers, dated as substantially in the form of Exhibit D-1, executed by the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions Stockholders set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfiedon Schedule 5.1(k). (vl) Buyers shall Sellers will have received a certificate pursuant delivered the Noncompetition Agreement to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within Buyers, substantially in the meaning form of Section 1445 of the Code duly Exhibit D-2, executed by SellerXxxxxxxx. (vim) [Reserved]Sellers will have delivered the Noncompetition Agreements to Buyers, substantially in the form of Exhibit D-3, executed by each of Xxxxxxxx and Fadida. (viin) Sellers will have delivered to Buyers a legal opinion of Sellers' counsel in the form of Exhibit E. (o) Sellers will have delivered to Buyers (i) receipts from each service provider the expenses of which are included in Seller Transaction Costs evidencing payment in full of all Seller Transaction Costs, (ii) written approvals from the Stockholders approving the payment in full of all amounts included in Seller Transaction Costs and (iii) releases from such service providers releasing Buyers and the Companies in full from all Seller Transaction Costs or any other obligations of the Companies or the Stockholders to such service providers for services rendered in connection with the transactions contemplated by this Agreement, all of which will be in form and substance reasonably satisfactory to Buyers. (p) Sellers will have delivered to Buyers the lease amendment for the real property located on Arlington Blvd., Fairfax, Virginia, substantially in the form of Exhibit F-1, executed by the parties named therein. (q) Sellers will have delivered to Buyers the lease amendment for the real property located on Little River Turnpike, Annandale, Virginia, substantially in the form of Exhibit F-2, executed by the parties named therein. (r) The Phase II Closing contemplated Companies will have purchased a three-year extended reporting period on the Companies' current policy that covers directors' and officers' insurance and indemnification, employment practices liability and fiduciary liability insurance and errors and omissions insurance. (s) All Stockholders who are not Principal Stockholders will have entered into joinder agreements, in the form of Exhibit G, to become signatories to this Agreement and be bound by the CIT Group terms of this Agreement shall be consummated simultaneously with as a Stockholder as if such Persons were original signatories hereto. If any such joinder agreement is delivered after ten business days of the Closingdate of this Agreement, Buyers will have three business days to assert that the failure to tender such joinder agreement within such ten-day period constitutes a failure of this condition and to terminate this Agreement pursuant to Section 7.1(b). (t) All of the Options set forth on Schedule 2.4 will have been exercised or terminated, and if exercised, SCL will have received cash or a promissory note for the exercise price thereof.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations obligation of Buyers to consummate the transactions contemplated by this Agreement to occur be consummated at the Closing shall be is subject to the fulfillment satisfaction (or waiver by Buyers’ waiver, at or prior to the Closing, of each ) of the following conditions: (ia) The General the representations and warranties of Seller Representations and the IP Representations set forth in Article II shall be true and correct in all material respects at and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as if made as of the Closing Date, in each case with the same effect as though made at and as of such date except (except i) for those representations and warranties that address matters only as of a specified date, particular date (which shall be true and correct in all material respects as of that specified such date, subject to clause (ii) below), except where the failure of and (ii) each such representations representation and warranties to warranty that is qualified by a Materiality Qualification shall be true and correct would not have a Material Adverse Effect.in all respects; (iib) The Seller shall have duly performed and or complied with in all material respects with all agreements, the agreements and 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 as of or prior to or on the Closing Date.Closing; (iiic) The Seller shall have delivered to Buyers duly executed counterparts a certificate to the Assignment effect that each of the conditions specified in clauses (a), (b), (d) and Assumption (g) of this Section 5.1 is satisfied; (d) no Order shall be in effect which prevents consummation of any of the transactions contemplated by this Agreement, and no Proceeding shall be pending which would reasonably be expected to result in an Order restraining, prohibiting or rendering unlawful the consummation of the transactions contemplated by this Agreement, the Software License Agreementownership of the Acquired Assets or the operation of the Business by Buyers after the Closing Date, and such other documents and deliveries set forth in Section 3.02(b).or causing any of the transactions contemplated by this Agreement to be rescinded following consummation; (ive) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as all of the Closing Date and signed items required to be delivered to them pursuant to Section 1.8(b) (other than the certificate required by a duly authorized officer of Seller, that each of the conditions Section 1.8(b)(xx)); (f) The employee condition set forth in Section 7.02(b)(ion Schedule 5.1(f) and Section 7.02(b)(ii(which is incorporated herein by reference) shall have been satisfied.; and (vg) Buyers No Governmental Entity shall have received initiated, or threatened to initiate, a certificate pursuant Proceeding against Seller or the Business asserting that the Business or any employee of Seller with respect to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 activities of the Code duly executed by SellerBusiness has violated any Anticorruption Law or any similar Law. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations obligation of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be is subject to the fulfillment or Buyers’ waiver, satisfaction of the following further conditions: (a) (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the ClosingClosing Date, (ii) the representations and warranties of each of the following conditions: (i) The General Seller Representations Sellers contained in this Agreement and the IP Representations Ancillary Agreements that are qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all respects material respects, as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and the Loan Level Representations warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Datematerial respects, in each case with the same effect as though made at on and as of such date earlier date) and (except those representations and warranties that address matters only as iii) Buyer Parent shall have received a certificate signed by an executive officer of a specified date, which shall be true and correct in all respects as of that specified date), except where Seller Parent to the failure of such representations and warranties to be true and correct would not have a Material Adverse Effectforegoing effect. (iib) The Seller No Law or Order shall restrain, prohibit or otherwise interfere with the effective ownership, operation or enjoyment by Buyers of all or any material portion of the Purchased Assets. (c) There shall not have occurred any Material Adverse Effect during the period from the date hereof to Closing. (d) Each Ancillary Agreement (other than the Shanghai Sublease should the China Transfer not occur on the Closing Date) and all other documents to have been executed and/or delivered to any Buyer prior to or at the Closing shall have duly performed and complied been executed and/or delivered by all parties thereto (other than any Buyer) in all material respects with all agreements, covenants and conditions required the form contemplated by this Agreement and each of the other Transaction Documents to shall be performed or complied with by it prior to or on the Closing Datein full force and effect. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (ive) Buyers shall have received a certificate written consents, in form and substance reasonably satisfactory to Buyers, to the assignment to Buyers of those contracts identified (a “Seller Closing Certificate”i) on Schedule 3.14(b)(i) that are marked with an asterisk, and (ii) on Schedule 3.14(b)(iii) that are marked with an asterisk, in each case executed by the parties to such contracts (other than Sellers), dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied. (vf) Buyers shall have received a certificate pursuant written consents, in form and substance reasonably satisfactory to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within Buyers, to the meaning assignment to Buyers of Section 1445 those leases identified on Schedule 3.21(b), executed by the lessors thereunder and the written consent of the Code duly executed by Sellerlessor under the Shanghai Lease to the Shanghai Sublease. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations obligation of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be Transaction is subject to the fulfillment satisfaction (or waiver by Buyers’ waiver, at or prior to the Closing, of each ) of the following additional conditions: (ia) The General Seller Representations representations and warranties of the IP Representations Company set forth in Article II and of Parent set forth in Article III shall have been true and correct on the date hereof and shall be true and correct in all respects at and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as if made as of the Closing DateClosing, in each case with the same effect as though made at and as of such date except (except i) for changes contemplated or permitted by this Agreement, (ii) those representations and warranties that address matters only as of a specified date, particular date (which shall be true and correct in all respects as of that specified such date, subject to clause (iii), except ) and (iii) where the failure of such the representations and warranties to be true and correct (without giving effect to any limitations as to “materiality” set forth therein) would not reasonably be expected to have a Company Material Adverse EffectEffect (in the case of the representations and warranties in Article II) or a Parent Material Adverse Effect (in the case of the representations and warranties in Article III). (iib) The Seller Parent and the Company shall have duly performed and or complied with in all material respects with all agreements, its agreements and 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 as of or prior to or on the Closing DateClosing. (iiic) The Seller Company shall have delivered to Buyers duly a certificate executed counterparts by the Company’s president or chief financial officer (the “Company Certificate”) to the Assignment effect that each of the conditions specified in clauses (a) and Assumption Agreement(b) (insofar as such clauses relate to the representations, warranties, agreements and covenants of the Software License Agreement, Company or a Subsidiary) of this Section 6.2 and clause (d) (insofar as such other documents and deliveries set forth clause relates to Legal Proceedings involving the Business) of Section 6.1 is satisfied in Section 3.02(b)all respects. (ivd) Parent shall have delivered to Buyers a certificate executed by an authorized officer of Parent (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (a) and (b) (insofar as such clauses relate to the representations, warranties, agreements and covenants of Parent) of this Section 6.2 and clause (d) (insofar as such clause relates to Legal Proceedings involving Parent and its Affiliates) of Section 6.1 is satisfied in all respects. (e) Each of the Commercial Agreements and the Transition Services Agreement shall have been executed by each of the parties thereto and shall be in full force and effect. (f) Buyers shall have received a certificate certified copy of the articles of incorporation (a “Seller Closing Certificate”), dated or similar instrument) of the Company and each Subsidiary. (g) The Company shall have delivered written resignations from each of the directors of the Company effective as of the Closing. (h) Each of the actions described in Section 9.1 to have been completed on or prior to the Closing Date shall have been taken in accordance with the terms thereof. (i) Each Assignment and signed Release Agreement shall have been executed by a duly authorized officer of Seller, that each of the conditions parties thereto, as set forth on Schedule 1.3(a), and shall be in Section 7.02(b)(i) full force and Section 7.02(b)(ii) have been satisfiedeffect as of the Closing. (vj) Buyers shall have received a certificate pursuant certification signed by Parent to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) the effect that Seller Parent is not a “foreign person within the meaning of person” as defined in Section 1445 of the Code duly executed by SellerCode. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate cause the transactions contemplated by this Agreement Closing to occur at the Closing shall be are subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each satisfaction of the following conditions, any one or more of which may be waived in writing by Buyers: (a) (i) The General Seller Representations and Each of the IP Fundamental Parent Representations shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Loan Level Representations Closing Date (other than such representations and warranties that expressly address matters only as of another specified date, which need only be true and correct as of such date) and (ii) each of the other representations and warranties of Parent contained in Articles III and IV of this Agreement, without giving effect to materiality, Material Adverse Effect or other similar qualifications, shall be true and correct in all respects with respect to the Transferred Interests at and as of the date of this Agreement and at and as of the the Closing Date, in each case with the same effect Date as though if made at and as of the Closing Date (other than such date (except those representations and warranties that expressly address matters only as of a another specified date, which shall need only be true and correct in all respects as of that specified such date), except where the failure of such representations and warranties to be so true and correct would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; (iib) The Seller Parent shall have duly performed and complied in all material respects with all agreements, the covenants and conditions agreements required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to Parent on or on before the Closing Date.; (c) Subject to Section 2.10(e), the Deposit Escrow Agent shall be unconditionally committed to issue an American Land Title Association (or with respect to any Real Property located in the state of Texas, a Texas Land Title Association) “extended” Coverage Owner’s Policy of Title Insurance or Leasehold Policy of Title Insurance (all such title insurance policies, collectively, the “Title Policies”), as applicable, in each case (i) in current form available in the state in which such Real Property is located (including the standard preprinted exceptions thereto), (ii) dated the date on which the applicable Deed or Assignment of Leasehold Interest, as applicable, is recorded in the official land records of the local jurisdiction in which such Real Property is located, (iii) The Seller naming the applicable Buyer (or its permitted Affiliate-assignee, if applicable) as the insured in the face amount equal to the portion of the Initial Purchase Price that is allocable to such Real Property, as determined pursuant to Section 2.11 and (iv) showing fee title or the leasehold interest, as applicable, to such Real Property vested in the applicable Buyer (or its permitted Affiliate-assignee, if applicable), subject only to the the Permitted Liens (or providing affirmative coverage over, or an endorsement with respect to, any Liens that are not otherwise Permitted Liens; and (d) Parent shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreementapplicable Buyer or the Deposit Escrow Agent, as applicable, the Software License Agreement, items and such other documents and deliveries set forth in Section 3.02(b). (iv2.6(a) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed which are required to be delivered by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied. (v) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with Parent at the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ Buyer Parent’s waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations Other than the representations and warranties of Sellers contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.24, the IP Representations representations and warranties of Sellers contained in this Agreement, the other Transaction Documents 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 and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case 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 contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.24 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such 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 datedate in all respects), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents 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, Sellers shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (iiic) The Seller 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. (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 Parent at or prior to the Closing. (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) Sellers shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Transaction Documents (other than this Agreement, the Software License Agreement, ) and such other documents and deliveries set forth in Section 3.02(b3.02(a). (ivg) Buyers All Encumbrances relating to the Purchased Assets, including Xxxxx Fargo Bank, National Association’s security interest under the Credit and Security Agreement dated November 11, 2010, as amended from time to time, on the Purchased Assets, and to the extent that and while, the proceeds thereof are held in the Escrow Account or are released to Buyer Parent pursuant to the terms of this Agreement and the Escrow Agreement, shall have been released in full, other than the other Permitted Encumbrances, and Seller Parent shall have delivered to Buyer Parent written evidence, in form satisfactory to Buyer Parent in its reasonable discretion, of the release of such Encumbrances. (h) Buyer Parent shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of SellerSeller Parent, that each of the conditions set forth in Section 7.02(b)(i7.02(a) and Section 7.02(b)(ii7.02(b) have has been satisfiedsatisfied (the “Seller Parent Closing Certificate”). (vi) Buyers Buyer Parent shall have received a certificate pursuant of the Secretary or an Assistant Secretary (or equivalent officer) of Seller Parent certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller Parent 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. (j) Buyer Parent shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller Parent certifying the names and signatures of the officers of Seller Parent authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (k) Buyer Parent shall have received a certification of non-foreign status, duly executed by a Seller that is transferring a “US Real Property Interest” as defined in Section 897(c) of the Code, in form and substance reasonably acceptable to Buyer Parent and meeting the requirements of Treasury Regulations Section 1.1445-2(b) (a the “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller). (vil) [Reserved]Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxx, and Xxxxxx Xx shall have entered into employment agreements with the applicable Buyer on terms agreed with such Buyer; provided, however, that such Buyer will offer employment terms no less favorable than those offered to these employees by Seller Parent, including without limitation, title, duties, pay and benefits. (viim) The Buyers or their respective designated Affiliates shall have been transferred or been issued, or otherwise be in possession of in its name, Environmental Permits necessary to conduct the Business and for the ownership, lease, operation or use of the Purchased Assets. (n) Buyer Parent shall have received the results of a Phase II Closing I Environmental Site Assessment and environmental regulatory compliance audit (collectively, “Environmental Investigation”) of the Business, Purchased Assets and real property currently owned, leased or operated by Seller Parent or a Subsidiary, and of any environmental sampling results deemed appropriate based on the Environmental Investigation, such results being satisfactory to Buyer Parent in its sole discretion, and Buyer Parent shall have been reasonably satisfied with the feasibility of obtaining Environmental Permits necessary for the operation of the VCSEL Fab in Building No. 2. (o) Seller Parent shall have delivered to Buyer Parent such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closingthis Agreement.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be are subject to the fulfillment satisfaction or Buyers’ waiver, at or prior to the Closing, valid waiver by Buyers of each of the following conditions: (a) Buyers shall have received all of the deliveries required pursuant to Sections 2.6(a) and (c); (i) The General Seller Representations representations and warranties made by Sellers in this Agreement that are not qualified by materiality or Material Adverse Effect, shall be true and correct, in all material respects, on and as of the date hereof and the IP Representations Closing Date as though made on and as of the Closing Date (or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date), and (ii) the representations or warranties made by Sellers in this Agreement that are so qualified shall be true and correct on and as of the date hereof and the Closing Date as though made on and as of the Closing Date (or, in the case of such representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date), except for inaccuracies of representations or warranties in either of clause (i) or (ii) the circumstances giving rise to which, individually or in the aggregate, do not constitute and could not reasonably be expected to have a material adverse impact on the Business, provided, however, that the representations and warranties made in Sections 3.2, 3.3, 3.4 and 3.16(a)(iii), shall be true and correct in all material respects on and as of the date hereof and the Closing Date as though made on and as of the Closing Date and (or in the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as case of a specified date earlier than the Closing Date, in each case with the same effect as though made at on 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 earlier date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (ii) The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) . Buyers shall have received a certificate of Sellers certifying on behalf of Sellers the conditions contained in this Section 7.1(b) and Section 7.1(c); (a “Seller c) Sellers shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Sellers at or before the Closing; (d) There shall not be in effect on the Closing Certificate”)Date any Order or Law restraining, dated as enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement; (e) All consents, approvals and actions of, filings with, the issuance of licenses by and notices to any Governmental Entity (including the Gaming Approvals) necessary to permit the parties to perform their obligations under this Agreement and to consummate the transactions contemplated by this Agreement shall have been duly obtained, made or given and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including, if required, under the HSR Act and the Gaming Regulations, shall have occurred; (f) The consents and releases (or in lieu thereof waivers) listed in Schedule 7.1(f) shall have been obtained and shall be in full force and effect; (g) Since February 28, 2010 there has been no Material Adverse Effect; (h) As of the Closing Date and signed by a duly authorized officer of Sellerthere shall be no Liens on the Partnership Interests or, that each other than Permitted Liens, the assets of the conditions Partnership and all outstanding Indebtedness of the Partnership shall have been paid in full; (i) As of the Closing, the Title Company shall have committed to Buyers, subject to receipt of the appropriate premium, to issue an ALTA extended coverage policy of title insurance (with a non-imputation endorsement) with an insured amount no greater than the portion of the Purchase Price allocated to the Owned Property and improvements thereon and showing no exceptions to title other than Permitted Exceptions and no exceptions set forth in Section 7.02(b)(ion Schedule 7.1(i) (the “Title Policy”). The issuance of the Title Policy shall be a condition precedent to Buyers’ obligation to proceed with the Closing if and Section 7.02(b)(ii) have been satisfied.only if Buyers elect to obtain title insurance at the Closing; (vj) There shall not have occurred any event that constitutes or is reasonably likely to constitute a Casualty Termination Event or Condemnation Termination Event, unless Buyers shall have received a certificate Casualty Notice with respect to such Casualty Termination Event or Condemnation Termination Event and failed to deliver a Termination Election prior to the expiration of the Termination Election Period in accordance with Section 5.8; (k) There shall not be pending any unresolved Termination Election pursuant to Treasury Regulations Section 1.1445-2(b5.8; (l) (a “FIRPTA Certificate”) that Seller is not a foreign person within The consents necessary for the meaning of Section 1445 continuation of the Code duly executed by Seller.Acquired Partnership Insurance Policies after the Closing shall have been obtained; and (vim) [Reserved]. (vii) The Phase II Closing There shall not be instituted or pending any action or other proceeding against the Partnership, Sellers, Buyers or their respective Affiliates seeking to restrain, enjoin or otherwise prohibit the transactions contemplated by the CIT Group this Agreement shall be consummated simultaneously instituted by RCC or its Affiliates or any Order in effect with the Closingrespect thereto.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by under this Agreement to occur at the Closing shall be are subject to the fulfillment or Buyers’ waiver, satisfaction at or prior to the Closing, of each Closing of the following conditions, but Buyers may waive compliance with any such conditions in writing: (ia) The General Seller Representations All representations and the IP Representations shall warranties of Sellers contained in this Agreement will be 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 Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though such representations and warranties were made at and as of such date (the Closing, except for those representations and warranties that which address matters only as of a specified date, particular date (which shall will be true and correct in all respects only as of that specified such date)) and Buyers will have received a certificate to such effect, except where in form and substance satisfactory to Buyers, executed on behalf of each Company by officers of each Company and by the failure of such representations and warranties to be true and correct would not have a Material Adverse EffectOwners. (iib) The Seller shall Sellers will have duly performed and complied in all material respects with all agreements, the covenants and conditions agreements required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them at or prior to or on the Closing Date. (iii) The Seller shall have Closing, including without limitation the delivery of all items required to be delivered by them pursuant to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License AgreementSection 1.7, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall will have received a certificate (a “Seller Closing Certificate”)to such effect, dated as in form and substance satisfactory to Buyers, executed on behalf of each Company by two executive officers of each Company and by the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfiedOwners. (vc) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within All contractual and governmental consents, approvals, orders, licenses, bonds or authorizations required for the meaning of Section 1445 conduct of the Code duly executed Companies' business by SellerBuyers immediately after the Closing, including without limitation, those set forth on Schedule 5.1(c), will have been obtained and all necessary contractual or governmental notices, including those set forth on Schedule 5.1(c), will have been given. (vid) [Reserved]All filings pursuant to the HSR Act will have been made by Sellers, and their respective affiliates and the required waiting period under the HSR Act will have expired or been terminated without any threat or commencement of antitrust proceedings with respect to the transactions contemplated by this Agreement. (viie) The Phase II Closing There will be no pending or threatened litigation in any court or any proceeding before or by any Governmental Body to restrain or prohibit or obtain damages or other relief with respect to this Agreement or the other Seller Documents or the consummation of the transactions contemplated by this Agreement or as a result of which Buyers could be required to dispose of any assets or operations of Buyers (including any material assets or operations acquired or to be acquired from any) or their affiliates or to comply with any material restriction on the CIT Group Agreement shall be consummated simultaneously with the Closing.manner in which Buyers or their affiliates conduct their

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of the Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing Transaction shall be further subject to the fulfillment or Buyers’ written waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations and the IP Sellers Fundamental Representations shall be (i) in the case of such representations and warranties qualified by “materiality” or “Material Adverse Effect”, true and correct in all respects and (ii) in the case of such representations and warranties not so qualified, true and correct in all material respects, in the case of each of clause (i) and (ii), at and as of the date hereof and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date). The representations and warranties of the Sellers contained in Section 3.07(y) shall be true and correct in all respects at and as of the date hereof and as of the Closing Date with the same effect as though made at and as of such date. All other representations and warranties of the Sellers contained in Article III shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date hereof and as of the Closing Date with the same effect as though made at and as of such date (except for those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) as of that specified date), except where the failure of such other representations and warranties to be true and correct would not have have, individually or in the aggregate, a Material Adverse Effect. (iib) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them prior to or on the Closing Date. (iiic) The Seller There shall not have delivered to Buyers duly executed counterparts to been a Material Adverse Effect which has occurred since the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b)date hereof. (ivd) The Buyers shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of Sellerthe Sellers, that each of the conditions set forth in Section 7.02(b)(i7.02(a) and through Section 7.02(b)(ii7.02(c) have been satisfied. (ve) The Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 copy of the Code duly executed certificate to be delivered to the administrative agent under the Credit Agreement and related Collateral Agreement, by Seller. (vi) [Reserved]. (vii) The Phase II Closing contemplated by and among certain members of the CIT Group Agreement shall be consummated simultaneously Seller Group, JPMorgan Chase Bank, N.A., and the lenders party thereto, in connection with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be hereby are subject to the fulfillment prior to or Buyers’ waiverat Closing of the following conditions, unless waived by Buyers in writing: (i) All of the covenants and obligations that the Seller Parties are required to perform or to comply with pursuant to this Agreement at or prior to the ClosingClosing (considered collectively) and each of those covenants and obligations (considered individually) shall have been duly performed and complied with in all material respects, of (ii) each of the following conditions: (i) The General Seller Representations Parties' representations and the IP Representations warranties contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of if made on the Closing Date, in each case with the same effect as though made at and as of such date Date (except those as to any representation or warranty that specifically relates to an earlier date), provided that no breaches of representations and warranties that address matters only as of a specified date, which shall be true and correct deemed to excuse Buyers' obligations to consummate the transactions - 82 - 88 contemplated hereby unless, individually or in all respects as of that specified date)the aggregate, except where the failure of such breaches could reasonably be likely to result in a Seller Material Adverse Effect (ignoring, for this purpose, any materiality or material adverse effect qualifications to such representations and warranties to be true warranties), and correct would not have a Material Adverse Effect. (ii) The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed by a duly authorized elected officer of Seller, each Seller Party to the effect that each of the foregoing conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied. (vb) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 from each of the Code Seller Parties certified copies of the resolutions duly executed adopted by Sellertheir respective boards of directors approving the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. (vic) [Reserved]Buyers shall have received the closing deliveries listed in Section 2.8(a) hereof. (viid) The Phase II Closing contemplated by the CIT Group Agreement There shall not have occurred and be consummated simultaneously with the Closingcontinuing a Seller Material Adverse Effect.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations obligation of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be is subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each satisfaction of the following conditions, any one or more of which may be waived in writing by Buyers: (ia) The General Seller Representations Buyer Approvals and the IP Representations Seller 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 HSR Act shall have expired or otherwise been terminated; (b) The representations and warranties of Sellers contained in this Agreement that are qualified by materiality (whether by reference to the terms “material,”“Material Adverse Effect,” any other dollar threshold amount or otherwise) and the representations and warranties of Sellers contained in Sections 3.2 and 3.6 shall be true and correct in all respects as of the Closing Date 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), and the Loan Level Representations representations and warranties of Sellers contained in this Agreement that are not so qualified by materiality (whether by reference to the terms “material,”“Material Adverse Effect,” any other dollar threshold amount or otherwise) shall be true and correct in all material respects with respect to the Transferred Interests as of the Closing Datedate of this Agreement and as of the Closing, in each case with the same effect as though if made at and as of that time (other than such date (except those representations and warranties that expressly address matters only as of a specified certain date, which shall need only be true and correct in all respects as of that specified such certain date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.; (iic) The Seller Sellers shall have duly performed and or complied in all material respects with all agreements, of the covenants and conditions agreements required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to them at or on before the Closing Date.Closing; (iiid) The Seller Sellers shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall have received a certificate from an officer of SRCG Genpar GP, L.L.C., a Delaware limited liability company and general partner of Genpar (a “Seller Closing CertificateGenpar GP”), dated as of the Closing Date Date, certifying that the conditions specified in Section 8.1(b) and signed by 8.1(c) have been fulfilled; (e) Sellers shall have delivered to Buyers a duly certificate from the Secretary of Genpar GP, dated as of the Closing Date, attaching and certifying the Organizational Documents and authorizing resolutions of each Seller and certifying the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (f) Sellers shall have delivered to Buyers a certificate from the Secretary or other authorized officer Person of Sellereach Partnership Company, that each dated as of the Closing Date, attaching and certifying the Organizational Documents and authorizing resolutions, if any, of each Partnership Company; (g) Sellers shall have delivered to Buyers a good standing certificate or certificate of existence, as applicable, of recent date for each of the Partnership Companies and for each Seller from their state of organization or incorporation; (h) Sellers or Sellers’ Affiliate, as applicable, shall have executed and delivered a lease with respect to the Partnership Companies’ Ft. Worth headquarters location, on terms and conditions mutually satisfactory to the Parties; (i) There shall not be in force any Law, preliminary or permanent injunction, judgment, order, decree, ruling, or charge restraining or prohibiting the consummation of the transactions contemplated by this Agreement or any investigation, suit, action or proceeding pending or threatened by any Governmental Authority or other Person seeking to enjoin or restrain consummation of the transactions contemplated hereby or to recover damages in connection therewith; (j) Sellers shall have delivered to Buyers (i) a payoff letter from each lender or secured party, in form and substance reasonably acceptable to Buyers and its lenders and in proper form for filing, if applicable, providing that upon receipt by or on behalf of Sellers of the amount specified in such payoff letters, (a) all guarantees, security agreements and other financing documents to which SRES, REM and Leapartners, their respective subsidiaries are a party or are otherwise obligated or their respective property is encumbered are fully and finally terminated, (b) all Liens relating thereto are released without further action and (c) Buyers are authorized to file releases and termination statements to effectuate such release, (ii) completed UCC-3 termination statements for any UCC financing statements or other UCC Liens identified on Schedule 4.16(a) (other than Permitted Liens), each in a proper form for filing and in form and substance satisfactory to Buyers and its lenders, (iii) fully executed and acknowledged releases with respect to any mortgage, deed of trust or similar instrument identified on Schedule 4.16(a) (other than Permitted Liens), each in form and substance satisfactory to Buyers and its lenders, and (iv) evidence, reasonably satisfactory to Buyers, of the expiration or termination, in each case at Sellers’ expense, of any commodity positions specified in Section 6.7(d); (k) Sellers shall have delivered to Buyers an engagement letter, in form and substance satisfactory to Buyers, with KPMG LLP for auditing services associated with the fiscal year of the Partnership Companies ending December 31, 2005, provided that the fees associated with such auditing services shall be payable by Sellers; (l) each of the officers of the Partnership Companies listed in Schedule 8.1(l) shall have executed and delivered to Buyers a retention agreement substantially in the form attached hereto as Exhibit 8.1(l); (m) insurers reasonably acceptable to Buyers shall have committed to enter into an environmental insurance policy, at Buyers’ cost, covering the assets of the Partnership Companies having a term of at least five years from the Closing Date, the terms set forth on Schedule 8.1(m) and on such other terms as are reasonably satisfactory to Buyers; (n) the Sellers shall have executed and delivered a Transition Services Agreement in form and substance mutually acceptable to the Parties, which agreement shall, at a minimum, include the terms and conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied.on Exhibit 8.1(n); (vo) Buyers Sellers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning delivered written resignations or evidence of Section 1445 removal of each of the Code duly executed directors and officers of the Partnership Companies, except as otherwise specified by SellerBuyers. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate and close the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: a. The representations and warranties of Seller contained in Article III (i) The General Seller Representations if qualified in any respect as to materiality (including references to Material Adverse Effect), shall be true and the IP Representations correct, and (ii) if not qualified as to materiality, shall be true and correct in all respects material respects, in each case as of the date of this Agreement and as of the Closing Date as if made on and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though unless any such representation or warranty is made at and as of such date (except those representations and warranties that address matters only as of or applicable to a specified specific date, in which event such representation or warranty shall be true and correct in all respects as of that specified such specific date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (ii) The b. Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it Seller prior to or on the Closing Date, including the completion of the Pre-Closing Restructuring. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) c. Buyers shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i6.1(a), Section 6.1(b) and Section 7.02(b)(ii) 6.1(f), have been satisfied. (v) d. Seller shall have delivered, or caused to be delivered, a Transition Services Agreement in the form substantially similar to the agreement attached hereto as Exhibit 6.1(a), signed by RSG1 and Seller. e. Buyers shall have received reasonably satisfactory evidence that all indebtedness between the RSG Companies and Seller or any of Seller’s Affiliates has been cancelled. f. Between the date hereof and the Closing Date, there shall not have occurred any Material Adverse Effect or any development likely to result in a certificate pursuant Material Adverse Effect. g. Seller shall have delivered to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 Buyers written resignations, effective as of the Code duly executed by SellerClosing Date, of the officers and directors of the Company. h. The required third-party consents shall have been obtained for no less than twenty-five percent (vi25%) [Reserved]of the Real Property Leases identified on Section 6.1(h) of the Disclosure Schedules. (vii) The Phase II Closing contemplated by i. Buyers shall have obtained the CIT Group Agreement shall be consummated simultaneously with the ClosingThird Party Financing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment fulfilment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) Sellers shall have complied with the sale process deadlines set forth in the Bidding Procedures Order (as may be modified pursuant to the terms of the Bidding Procedures and Bidding Procedures Order). (b) Sellers shall have delivered to Buyers a copy of the Sale Order and copies of all affidavits of service of the Sale Motion or notice of such motion filed by or on behalf of Sellers. (c) The General Seller Representations representations and the IP Representations warranties made by Sellers in this Agreement or in any Ancillary Document, other than those set forth in Section 4.05, shall be true and correct in all respects respects, in each case as of the Closing Date date hereof and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same force and effect as though all such representations and warranties had been made at and as of such date the Closing Date (except those other than representations and warranties that by their terms address matters only as of a another specified date, which shall be so true and correct in all respects only as of that such other specified date), except where the failure of such representations and warranties to be true and correct would not not, individually or in the aggregate, have a Seller Material Adverse Effect, and the representations and warranties made by Sellers set forth in Section 4.05, shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, with the same force and effect as though all such representations and warranties had been made as of the Closing Date. (iid) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Ancillary Documents to be performed or complied with by it them prior to or on the Closing Date. (iiie) The Seller No Action shall have been commenced against Buyers or Sellers 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 on Section 8.02(f) of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyers duly executed counterparts at or prior to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b)Closing. (ivg) From the date of this Agreement, there shall not have occurred any Seller 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 Seller Material Adverse Effect. (h) Each of Xxxx Xxxxxxx, Xxxxxxx Xxxxx-Xxxx, Xxxxxxx Xxxxxxxx and Xxxxx XxXxxxx shall have entered into an employment or consultancy agreement with Buyers or an Affiliate of Buyers on terms mutually acceptable to Buyers and such individuals. (i) The Company Product Registrations shall have been assigned or transferred, as applicable, to Buyers. (j) All Liens relating to the Purchased Assets shall have been released in full, other than Permitted Liens, pursuant to the Sale Order. (k) Buyers shall have received a certificate (a “Seller Closing Certificate”)from each Seller, dated as of the Closing Date and signed by a duly authorized officer of each Seller, that each of the conditions set forth in Section 7.02(b)(i8.02(c) and Section 7.02(b)(ii8.02(d) have been satisfiedsatisfied (the “Seller Closing Certificates”). (vl) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of such 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. (m) Xxxxxx shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying the names and signatures of the officers of such Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder. (n) Buyers shall have received an Applicable Withholding Certificate with respect to each Seller. (vio) [Reserved]Sellers shall have delivered to Buyers such other documents and deliveries as set forth in Section 3.02(a). (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations Other than the Fundamental Representations, the representations and the IP Representations warranties of Sellers contained in Article III of this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 7.02(a) any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date date, except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement, including the Pre-Closing Reorganization (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), except where the failure to be so true and correct in all respects, individually or in the aggregate, has not and would not reasonably expected to result in a Material Adverse Effect. The Fundamental Representations shall be true and correct in all respects on and as of the Closing Date with the same effect as though made at and as of such date except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement (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 datedate in all respects), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, agreements and covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them prior to or on the Closing Date; provided, that, 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 all respects. (iiic) The Seller From the date of this Agreement, there shall not have occurred any Material Adverse Effect. (d) Sellers shall have delivered to Buyers evidence reasonably satisfactory to Buyers that all of the AS/GAR Equity Interests will be owned of record and beneficially solely by Integra as of Closing, free and clear of all Encumbrances . (e) Sellers shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Transaction Documents (other than this Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (ivf) Buyers shall have received a certificate (a “Seller Closing Certificate”)from each Seller, dated as of the Closing Date and signed by a duly authorized officer of each Seller, that each of the conditions set forth in Section 7.02(b)(i7.02(a) and Section 7.02(b)(ii7.02(b) have has been satisfiedsatisfied (the “Seller Closing Certificates”). (vg) Buyers The Pre-Closing Reorganization shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Sellerbeen completed. (vih) [Reserved].Each of Xxxxx Xxxxxxx and Xxxxxx Xxxxxxxxx shall have executed and delivered to Sellers a Guarantee Agreement guaranteeing the Sellers’ indemnification obligations in respect of the Schedule 6.03 Matter, substantially in the form attached hereto as Exhibit I. (viii) The Phase II Sellers shall have filed all Tax Returns of each of (A) RE/MAX Ontario, P&S Holdings, P&S Enterprises and RE/MAX Indiana related to the fiscal year ended October 31, 2020, (B) RE/MAX Promotions, RE/MAX New England Promotions, and RE/MAX Indiana Promotions related to the fiscal year ended December 31, 2020 and (C) RE/MAX Promotions Canada related to the fiscal year ended April 30, 2021 and related to the net operating loss carryback, in each case regardless of whether the due date for such Tax Return is after the Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the ClosingDate.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate complete the purchase of the Assets at the Closing are subject only to the following conditions: 7.2.1 The Sellers shall have taken all corporate and other steps reasonably required to be taken by them in connection with the transactions contemplated by this Agreement and the Sellers shall have performed in all material respects all of the covenants required to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or performed by them hereunder prior to the Closing, of each . 7.2.2 The representations and warranties of the following conditions: (i) The General Seller Representations and the IP Representations Sellers contained in Section 4 shall be true and correct in all respects at and as of the Closing Date as though then made and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of though the Closing Date, in each case with Date was substituted for the same effect as though made at and as date 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 failure of this Agreement throughout such representations and warranties (except to the extent that such representations and warranties speak as of another date), other than such failures to be true and correct that would not have reasonably be expected to (i) constitute, individually, or in the aggregate, a Material Adverse Effect. Event on the Business, or (ii) The result in an indemnification claim in excess of $3,000,000. For the purposes of this Section 7.2.2 only, the amount of any liabilities, damages, claims, costs or expenses related to a breach of any Seller representation or warranty shall have duly performed be considered without regard to any materiality qualification set forth therein. 7.2.3 All requisite governmental approvals and complied in all material respects with all agreements, covenants and conditions required authorizations necessary for consummation of the transactions contemplated by this Agreement shall have been duly issued or granted. 7.2.4 There shall not have been issued and each in effect any injunction or similar legal order prohibiting or restraining consummation of any of the other Transaction Documents transactions contemplated in this Agreement and no legal action or governmental investigation or inquiry which might reasonably be expected to result in any such injunction or order shall be performed pending or complied with by it prior to or on the Closing Datethreatened. (iii) 7.2.5 The Seller Sellers shall have delivered to Buyers duly executed counterparts obtained the consent form Deutsche Bank to the Assignment and Assumption Agreement, the Software License sale of Assets contemplated by this Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers Deutsche Bank shall have received a certificate (a “Seller Closing Certificate”), dated as released any and all liens and encumbrances with respect to the Assets. The Sellers will deliver to Buyers written confirmation of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied. (v) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with foregoing at the Closing. 7.2.6 The Sellers shall have procured the necessary shareholder resolution of BTR France, SAS, adopting and approving the sale of the French Assets. 7.2.7 The sale of the German Assets shall have been approved by the Federal Cartel Office located in Germany.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur Agreement, and perform the actions required of Buyers at the Closing Closing, shall be subject to the fulfillment or Buyers’ waiversatisfaction, at or prior to the Closing, of each of the following conditions: (a) the representations and warranties of Sellers contained in Article 3 shall be (i) The General Seller Representations with respect to the Fundamental Representations, true and correct in all respects, and (ii) with respect to the IP Representations shall be other representations and warranties, true and correct in all respects (without giving effect to any limitation indicated by the words “Material Adverse Effect,” “in all material respects,” “material” or “materially”) as of the date hereof and the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those such 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, with respect to this clause (ii), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.; (iib) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it Sellers prior to or on the Closing Date.; (iiic) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b).there has been no Material Adverse Change; (ivd) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed by a duly authorized officer Seller Representative (on behalf of Seller, Sellers) that each of the conditions set forth in Section 7.02(b)(i6.2(a) and Section 7.02(b)(ii6.2(b) have has been satisfied. satisfied (v) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a the “FIRPTA Sellers’ Closing Certificate”) that Seller is not a foreign person within the meaning of Section 1445 on and as of the Code Closing Date; (e) Sellers shall have delivered to Buyers duly executed by Seller.Assignments of Interests and counterparts to the Transaction Documents (other than this Agreement), and such other items as are set forth in Section 2.2.1, including, for the avoidance of doubt, fully executed versions of the Indebtedness Payoff Letters and Transaction Expense Payoff Letters; and (vif) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Partnership Agreement and the Company Agreement shall be consummated simultaneously with have been terminated or, as elected by Buyers, amended and restated, effective upon the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of the Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ Representative’s waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations representations and the IP Representations warranties of Sellers and Flotek 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 in all material respects (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case 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 true and correct in all respects determined as of that specified datedate in all respects), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Seller Sellers and Flotek shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them prior to or on the Closing Date.; (iiic) The Seller No action shall have delivered to Buyers duly executed counterparts to been commenced against Sellers or Flotek that would prevent the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b).Closing; (ivd) Buyers Buyers’ Representative shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of SellerSellers and Flotek, certifying that each of the conditions set forth in Section 7.02(b)(i5.02(a) and Section 7.02(b)(ii5.02(b) have been satisfied.satisfied (“Sellers’ Closing Certificate”); (ve) Buyers Sellers’ Representative shall have received a certificate pursuant delivered to Treasury Regulations Buyers’ Representative the Closing deliverables set forth in Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within 3.02 and such other documents or instruments as Buyers’ Representative reasonably requests and are reasonably necessary to consummate the meaning of Section 1445 of the Code duly executed transactions contemplated by Seller.this Agreement; and (vif) [Reserved]PNC Bank shall have released its liens with respect to the Purchased Assets. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur purchase of the Partnership Interests at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent, except to the extent waived by Buyers in writing: (ia) The General Seller Representations All of the representations and warranties of the IP Representations Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though such representations and warranties were made at and as of such date (except those representations and warranties that address matters only as time; each of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (ii) The Seller Sellers shall have duly performed and complied be in compliance in all material respects with all of the covenants, agreements, covenants terms and conditions required by provisions set forth herein on its part to be observed or performed, and no event which would constitute a breach of the terms of this Agreement on the part of each such Seller shall have occurred and each of the other Transaction Documents to be performed or complied with by it prior to or on continuing at the Closing Date. (iiib) The Seller Each of Sellers shall have executed and delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of on the Closing Date a Certificate, dated that date, in form and signed by a duly authorized officer of Seller, substance reasonably satisfactory to Buyers to the effect that each of the conditions set forth in each of the provisions of Section 7.02(b)(i9.1(a) and Section 7.02(b)(ii) of this Agreement have been satisfiedsatisfied in full. (vc) All documents and other items required to be delivered hereunder to Buyers at or prior to Closing shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within been delivered or shall be tendered at the meaning of Section 1445 of the Code duly executed by SellerClosing. (vid) [Reserved]On the Closing Date, no suit, action or other proceeding shall be pending or threatened before any court or other governmental agency against Sellers or Buyers in which the consummation of the transactions contemplated by this Agreement are sought to be enjoined. (viie) The Phase II Closing contemplated by All notification and report forms required to be filed on behalf of the CIT Group parties to this Agreement shall be consummated simultaneously with the ClosingFTC and the DOJ under the HSR Act and rules thereunder shall have been filed, and the waiting period required to expire under the HSR Act and rules thereunder, including any extension thereof, shall have expired or early termination of the waiting period shall have been granted.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Other than the representations and warranties of Seller Representations contained in Section 4.01, Section 4.02, and Section 4.12(f), the IP Representations representations and warranties of Seller contained in this Agreement, the other Transaction Documents 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 in all material respects (in the case of any representation or warranty not qualified by materiality) on and as of the date hereof and on and as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case 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 contained in Section 4.01, Section 4.02, and Section 4.12(f) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such 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 datedate in all respects), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents 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. (iiic) The No Action shall have been commenced against Buyers 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 or by any other Transaction Document. (d) All approvals, consents and waivers that are set forth in Section 4.03 and Section 5.03 shall have been received, and executed counterparts thereof shall have been delivered to Buyers at or prior to the Closing. (e) There shall not have occurred any Material Adverse Effect. (f) Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Transaction Documents (other than this Agreement, the Software License Agreement, ) and such other documents and deliveries set forth in Section 3.02(b). (ivg) All Encumbrances relating to the Purchased Assets shall have been released in full and Seller shall have delivered to Buyers written evidence, in form satisfactory to Buyers in their sole discretion, of the release of such Encumbrances. (h) Buyers shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i7.01(a) and Section 7.02(b)(ii7.01(b) have been satisfiedsatisfied (the “Seller Closing Certificate”). (vi) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) of an executive officer of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller is not a foreign person within authorizing the meaning execution, delivery and performance of Section 1445 this Agreement and the other Transaction Documents and the consummation of the Code duly executed by Sellertransactions 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. (vij) [Reserved]Buyers shall have received a certificate of an executive officer of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (viik) Seller shall have delivered to Buyers such other documents or instruments as Buyers reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (l) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement or any other Transaction Document illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder or thereunder to be rescinded following completion thereof. (m) Candeleria shall have received conditional approval of the TSX Venture Exchange to the transactions contemplated by this Agreement and the Transaction Documents. (n) Buyers shall have received a copy of the Lenders Release Letter. (o) The Phase II Closing contemplated by Xxxxxx Litigation shall have been resolved to the CIT Group Agreement satisfaction of the Buyers (for greater certainty the non-fulfilment of this condition shall be consummated simultaneously with not entitle the ClosingBuyers to the return of the Execution Deposit, or, if paid, the Additional Deposit, pursuant to Section 9.02(a)(ii) under any circumstances).

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate carry out the transactions contemplated by this Agreement to occur are subject, at the Closing shall be subject option of Magicworks, to the fulfillment satisfaction, or Buyers’ waiverwaiver by Magicworks, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations All representations and the IP Representations warranties of Sellers contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing, except for changes contemplated by the terms of this Agreement, and the Loan Level Representations Sellers shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and satisfied by Sellers at or prior to the Closing. (b) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of any Buyer) shall be true pending or threatened before any court or governmental agency seeking to restrain any Buyer or prohibit the Closing or seeking Damages against any Buyer or the Company as a result of the consummation of this Agreement. (c) All notices required to be given in connection with the transactions contemplated by this Agreement shall have been duly and correct in all respects timely given, and there shall not be any preferential purchase rights or consent requirements with respect to the Transferred Interests transactions contemplated by this Agreement that have not expired or been satisfied or waived. (d) Except for matters disclosed in SCHEDULE 5.10(A) attached hereto, since September 30, 1996 and up to and including the Closing there shall not have been: (i) any change in the business, operations, prospects or financial condition of the Company that had or might have a material adverse effect on the business, operations, prospects, Assets or financial condition of the Company; or (ii) any damage, destruction or loss relating to the Company (whether or not covered by insurance) that had or might have an adverse effect on the business, operations, prospects, Assets or financial condition of the Company. (e) Buyers shall have received written evidence, in form and substance satisfactory to Magicworks, of the consent to the 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 Company) where the absence of any such consent would result in a violation of law or a breach or default under any agreement to which the Company is a party. (f) The Buyers shall have received the opinion of the firm of Ray, Xxxxxxx & Xxxxxxx, counsel to the Company and Sellers, dated as of the Closing Date, addressed to the Buyers and in each case with form and substance reasonably satisfactory to the same Buyers, to the effect set forth on EXHIBIT A hereto. In rendering such opinion, such firm may rely as though made at to factual matters on certificates of officers, directors and shareholders of the Company and on certificates of governmental officials, and as to legal matters on opinions of such date other counsel reasonably acceptable to Buyers. (except those representations g) All agreements, commitments and warranties that address matters only as understandings between the Company (on the one hand) and any Seller or Affiliate of a specified datethe Company or any Seller (on the other), which shall be true and correct have been terminated in all respects on terms satisfactory to Magicworks, and all obligations, claims or entitlements thereunder shall be unconditionally satisfied, waived and/or released by each of the Sellers and/or such Affiliates, as of that specified date)applicable, except where the failure of such representations and warranties written evidence thereof satisfactory in form and substance to be true and correct would not Magicworks shall have a Material Adverse Effectbeen delivered to Magicworks. (iih) The Seller All of the earnings of the Company since August 1, 1996 shall have duly performed been retained by the Company and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each none of such earnings shall have been distributed to the other Transaction Documents to be performed or complied with by it prior to or on the Closing DateShareholders. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (ivi) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as financial statements of the Closing Date Company sufficient to satisfy Magicworks's reporting obligations under the Securities Act and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfiedExchange Act with respect to the transactions contemplated hereby. (vj) Buyers This Agreement and the Merger shall have been approved and adopted by the vote of the Company's Shareholders as required under applicable laws and none of the Shareholders shall have exercised or perfected their rights of appraisal under any applicable law. (k) All proceedings to be taken by Sellers and the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to each Buyer and its counsel, and each Buyer and said counsel shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning all such counterpart originals or certified or other copies of Section 1445 of the Code duly executed by Sellersuch documents as it or they may reasonably request. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations representations and the IP Representations warranties of Sellers contained in ARTICLE III shall be true and correct in all respects as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Each Seller shall have duly performed and complied in all material respects with all its respective agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.; (iiic) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers US Buyer shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of SellerParent, that each of the conditions set forth in Section 7.02(b)(i7.02(a) and Section 7.02(b)(ii7.02(b) have been satisfied. (vd) Buyers US Buyer shall have received the Closing Indebtedness and Transaction Expenses Certificate. (e) US Buyer shall have received a certificate pursuant of the Secretary or an Assistant Secretary (or equivalent officer) of each of Parent, PFS, and RevTech Solutions certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of each of Parent, PFS, and RevTech Solutions, respectively, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) US Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of the Live Area Companies certifying that attached thereto are true and complete copies of each such company’s certificate of incorporation, by-laws or other organization documents, as applicable as in effect on the Closing Date. (g) US Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each of Parent, PFS, and RevTech Solutions certifying the names and signatures of the officers of each of Parent and PFS authorized to Treasury Regulations Section 1.1445-2(bsign this Agreement and the other documents to be delivered hereunder. (h) There shall not have occurred a Material Adverse Effect. (i) Parent shall have delivered, or caused to be delivered, to US 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. (j) US Buyer shall have received (i) a properly completed and duly executed IRS Form W-9 from each Seller and (ii) an affidavit certifying that interests in each LiveArea Company are not “FIRPTA Certificate”) that Seller is not a foreign person United States real property interests” (within the meaning of Section 1445 897 of the Code duly executed Code), dated as of the Closing Date, signed under penalties of perjury, and otherwise in form and substance as required by SellerTreasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2). (vik) [Reserved]US Buyer shall have received a properly completed and duly executed IRS Form 8023. (viil) The Phase II Closing US Buyer shall have received copies of pay-off letters and/or lien releases relating to any Indebtedness, in a form reasonably acceptable to US Buyer, which documents shall evidence upon payoff or otherwise as reflected therein a release of any Encumbrances on the assets of the LiveArea Companies. (m) All agreements between the LiveArea Companies and any Related Party set forth on Schedule 7.02(m) shall be terminated and evidence of such termination, in form and substance reasonably satisfactory to US Buyer, shall have been provided to US Buyer. (n) Parent shall have delivered to US Buyer evidence that (i) Parent has caused any vesting conditions applicable to any short or long-term incentive awards issued to Employees under the PFSweb, Inc. 2020 Stock and Incentive Plan or the PFSweb, Inc. 2005 Employee Stock and Incentive Plan to be accelerated or deemed satisfied to the fullest extent, and that such awards have been or shall be paid in accordance with the terms of such plans and any award agreements thereunder and (ii) Parent has caused all employer contributions for Employees under Parent’s 401(k) plan to be fully vested. (o) LA India shall have delivered to India Buyer, a fair valuation certificate specifying the fair market value of its shares in accordance with Indian Foreign Exchange Regulations. (p) LA India shall have delivered to India Buyer an approval from the Approval Committee as constituted pursuant to the applicable provisions of the Special Economic Xxxxx Xxx, 0000, along with the relevant rules and regulations framed thereunder, regarding (i) approval of the transactions contemplated by the CIT Group Business Transfer Agreement and (ii) the change in control of LA India pursuant to the transactions contemplated under this Agreement. (q) Each of Parent and RevTech Solutions shall have delivered to India Buyer, (i) a certificate from the income tax authorities pursuant to Section 281 of the Income Tax Act, 1961 regarding the LA India Shares being transferred by RevTech Solutions to India Buyer and (ii) a third party external valuation of the PFS Business Undertakings (as defined in the Business Transfer Agreement) of LA India in accordance with the Business Transfer Agreement. (r) Parent shall have delivered to US Buyer evidence that the (i) notices set forth on Schedule 7.02(r) have been provided to the parties described thereon and (ii) consents or waivers have been executed by the third parties set forth on Schedule 7.02(r), in each case in connection with the LiveArea Reorganization or the consummation of the transactions contemplated by this Agreement. (s) Parent shall have delivered to US Buyer evidence that certain shared customer replacement contracts have been executed by the third parties set forth on Schedule 7.02(s). (t) Parent shall have delivered to US Buyer evidence that those executive employment agreements of Sellers set forth on Schedule 7.02(t) have been terminated. (u) The transactions pursuant to the Business Transfer Agreement shall be consummated simultaneously have been consummated. (v) Parent shall have delivered to US Buyer a certificate (on a reliance basis) issued by a “big four” accounting firm, in a form acceptable to the US Buyer (along with the Closingsupporting documents and information), setting out the computation of capital gains and the amount of Tax to be withheld on the transfer of the LA India Shares. (w) Parent and RevTech Solutions shall provide a valuation report obtained from a Securities Exchange Board of India registered Category-I merchant banker, determining the fair market value of the LA India Shares proposed to be transferred, in accordance with the applicable provisions of the Indian Income-tax Act, 1961 read with the Indian Income-tax Rules, 1962, along with underlying documents relied upon.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers Buyers’ obligation to consummate the transactions contemplated Transactions and to take the other actions required to be taken by this Agreement to occur Buyers at the Closing shall be is subject to the fulfillment or Buyers’ waiversatisfaction, at or prior to the before Closing, of each of the following conditions:conditions (any of which may be waived by Buyers in their sole discretion, in whole or in part): (i) The General Without regard to any reference to “Business Material Adverse Effect” or other materiality qualifications contained therein, the representations and warranties set forth in Article 2 and Article 3 (other than the Seller Representations Fundamental Representations), individually and collectively, shall have been true and correct as of the IP Representations date of this Agreement and shall be true and correct as of the Closing Date as if made again on the Closing Date, in each case, in all respects, except: (A) for any representation or warranty made as of a specific date or for a particular period, which shall be true and correct as of such specific date or for such particular period, and (B) as would not reasonably be expected to have, individually or collectively, a Business Material Adverse Effect; and (ii) the Seller Fundamental Representations set forth in Article 2 and Article 3 shall have been true and correct in all respects as of the Closing Date date of this Agreement and the Loan Level Representations shall be true and correct in all but de minimis respects with respect to the Transferred Interests as of the Closing Date, in each case with Date as if made again on the same effect as though made at Closing Date and as of such date (except those iii) the representations and warranties that address matters only as of a specified date, which contained in Section 2.8(c) shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.respects; (iib) The Seller Sellers and the Camuto Owners shall have duly performed and complied in all material respects with all agreements, its covenants and conditions required by obligations under this Agreement and each of the other Transaction Documents required to be performed or complied with by it prior to or on Closing, and Sellers shall have performed and complied in all respects with the Closing Date.covenants and obligations set forth in the last sentence of Section 5.8(a); (iiic) The Seller Sellers shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed Date, duly executed by a duly authorized senior executive officer of SellerSellers, certifying that each of the conditions set forth in Section 7.02(b)(iSections 6.1(a) and Section 7.02(b)(ii(b) have been satisfied.; (vd) Buyers The Camuto Heirs Agreement shall not have been revoked or terminated by any Camuto Heir or Camuto Owner; (e) There shall not be any final, non-appealable Order outstanding or Law enacted since the date of this Agreement prohibiting or making illegal the consummation of the Transactions; (f) The Pre-Closing Transactions shall have received a certificate pursuant to Treasury Regulations been completed in all but de minimis respects in accordance with Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of 5.12 hereof and Section 1445 5.12 of the Code Sellers Disclosure Schedule; (g) The waiting period (including any extension thereof) under the HSR Act applicable to the Transactions shall have expired or been terminated; (h) Sellers shall have delivered to Buyers all of the Payoff Letters and the Lien Release Documentation at least three Business Days prior to the Closing Date; (i) Sellers shall have obtained and delivered to Buyers a written consent or waiver of any right to terminate or modify any IP-License identified in Section 6.1(i) of the Sellers Disclosure Schedule, in form and substance reasonably satisfactory to Buyers, and which consent or waiver shall remain in full force and effect; (j) Sellers shall have obtained consents, and other agreements as mutually agreed by the Parties, of the counterparties required with respect to Contracts and Leases set forth in Section 6.1(j) of the Sellers Disclosure Schedule; and (k) Each Seller shall have delivered a copy of the Escrow Agreement, duly executed by such Seller. (vi) [Reserved]. (vii) The Phase II Closing contemplated by , to Buyers and the CIT Group Escrow Agreement shall be consummated simultaneously with in full force and effect as of the Closing.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiverwaiver (by Xenetic acting on behalf of Buyers), at or prior to the Closing, of each of the following conditions: (ia) The General Other than the representations and warranties of Seller Representations or Parent contained in Section 4.01, Section 4.02, and Section 4.13, the IP Representations representations and warranties of Seller contained in this Agreement 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 and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case 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 or Parent contained in Section 4.01, Section 4.02 and Section 4.13 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such 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 datedate in all respects), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Each of Seller and Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (iiic) The No Action shall have been commenced against Buyers, Seller or Parent, 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 Section 4.03 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyers at or prior to the Closing, provided however, that any approval, consent or waiver that cannot reasonably be determined to have a Material Adverse Effect on a party (as determined in the good faith discretion of the party for whose benefit such approval, consent or waiver runs) (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, would reasonably be expected to result in a Material Adverse Effect. (f) Seller and Parent shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Transaction Documents (other than this Agreement, the Software License Agreement, ) to which it is a party and such other documents and deliveries set forth in Section 3.02(b3.02(a). (ivg) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller shall have delivered to Buyers written evidence, in form satisfactory to Buyers in their sole discretion, of the release of any such Encumbrances. (h) Buyers shall have received a certificate (a “Seller Closing Certificate”)certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i7.02(a) and Section 7.02(b)(ii7.02(b) have been satisfiedsatisfied and that all Permits necessary for Seller to continue to operate under the Seller Retained Contracts remain in force and effect (the “Seller Closing Certificate”). (vi) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed Chief Executive Officer or a Director of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Sellerthe board of directors of 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. (vij) [Reserved]Buyers shall have received a certificate of the Chief Executive Officer or a Director of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (viik) The Phase II Closing Seller shall have delivered to Buyers such other documents or instruments as Buyers reasonably request and are reasonably necessary to consummate the transactions contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closingthis Agreement.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each of the following conditions: (ia) The General Seller Representations representations and the IP Representations warranties of Sellers contained in Article 5 and of Sellers Parent contained in Section 7.19(f) shall be true and correct in all respects as of without giving effect to any limitation indicated by the Closing Date and the Loan Level Representations shall be true and correct words “Material Adverse Effect”, “in all respects with respect to the Transferred Interests as of the Closing Datematerial respects”, in each case 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“material”, which shall be true and correct in all respects as of that specified date)“materially” or like words or expressions, except where the failure of such representations and warranties to be true and correct would does not have in aggregate result in a Material Adverse Effect, in each case as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, then as of such date, or except as affected by transactions contemplated or permitted by this Agreement) and each Seller shall have delivered to Buyers a certificate dated the Closing Date executed by a senior officer to the foregoing effect with respect to such Seller’s representations and warranties. (iib) The Seller Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it Sellers prior to or on the Closing Date. (iii) The Date and each Seller shall have delivered to Buyers duly a certificate dated the Closing Date executed counterparts by a senior officer to the Assignment foregoing effect with respect to such Seller’s agreements, covenants and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b)conditions. (ivc) Since the date of this Agreement, no Material Adverse Effect shall have occurred and Sellers shall have delivered to Buyers a certificate dated the Closing Date executed by a senior officer to the foregoing effect. (d) The Exploration Reorganization shall have been completed in all material respects. (e) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date Secretary or an Assistant Secretary (or equivalent officer) of each Seller and signed Sellers Parent certifying that attached thereto are true and complete copies of all resolutions adopted by a duly authorized officer the board of Seller, that each directors of the conditions set forth respective Seller and Sellers Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in Section 7.02(b)(i) full force and Section 7.02(b)(ii) have been satisfiedeffect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (vf) Buyers shall have received certificates of good standing for each Seller from the Secretary of State of the state of such Seller’s organization and the equivalent from Sellers Parent. (g) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a the “FIRPTA Certificate”) that each Seller and Barrick Bullfrog Inc. is not a foreign person within the meaning of Section 1445 of the Code duly executed by SellerSellers and Barrick Bullfrog Inc. (h) Sellers shall have delivered to Buyers duly executed counterparts of each other document, certificate and instrument set forth in Section 4.3(a) to be executed and delivered by Sellers. (vi) [Reserved]. (viii) The Phase II members of the Round Mountain Participants Committee appointed by Bargold and Homestake Nevada shall have resigned. The foregoing conditions are for the exclusive benefit of Buyers and any such condition may be waived in whole or in part by Buyers at or prior to the time of Closing contemplated by the CIT Group Agreement delivering to Sellers a written waiver to that effect executed by Buyers. Delivery of any such waiver shall be consummated simultaneously with without prejudice to any rights and remedies at law and in equity Buyers may have, including any claims Buyers may have for breach of covenant, representation or warranty by Sellers or Sellers Parent, and also without prejudice to Buyer’s rights of termination in the Closingevent of non-performance of any other conditions in whole or in part.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of the Buyers to consummate effect the transactions contemplated by this Agreement to occur at purchase of the Closing Provo Mexico Shares from Provo shall be subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, of each Closing Date of the following conditionsrequirements, any or all of which may be waived in writing by the Buyers in their sole discretion: (ia) The General Seller Representations representations and the IP Representations warranties of Provo contained in any Provo documents delivered by Provo shall have been true when made, and in addition, it shall be true and correct in all material respects on and as of the Closing Date with the same force and the Loan Level Representations shall be true effect as though made on and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (iib) The Seller Each of the parties shall have duly performed executed and delivered all of the Transaction Documents to which they are parties, including the Reseller Agreement in substantially the form annexed hereto as Exhibit A. (c) Provo shall have performed, observed and complied in all material respects with all agreementstheir obligations, covenants and agreements, and shall have satisfied or fulfilled in all material respects all conditions contained in any document referenced herein and required by this Agreement and each of the other Transaction Documents to be performed performed, observed or complied with with, or to be satisfied or fulfilled by it Provo at or prior to or on the Closing Date. (iiid) The Seller Provo shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Callisto Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (ive) Buyers Provo shall have received approval of this Agreement and the transactions contemplated hereby from a certificate (a “Seller Closing Certificate”)majority of its shareholders, dated as of which majority shall include the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(ipersons named on SCHEDULE 7.01(E) and Section 7.02(b)(ii) have been satisfiedattended hereto. (vf) Buyers Provo shall have filed the Information Statement with the SEC, the SEC shall have deemed the Information Statement effective, Provo shall have mailed the Information Statement and any required accompanying materials to all shareholders of record, and twenty (20) days shall have elapsed from the date of mailing. (g) No order of any court or administrative agency shall be in effect which constrains or prohibits the transactions contemplated hereby, and no claim, suit, action, inquiry, investigation or proceeding in which it will be, or it is, sought to restrain, prohibit, or change the terms of or obtain damages or other relief in connection with this Agreement or any other transactions contemplated hereby, shall have been instituted or threatened by any person or entity, in which in the reasonable judgment of Provo Mexico (based on the likelihood of success and material consequences of such claim, action, inquiry, investigation or proceeding) makes it inadvisable to proceed with the consummation of such transactions. (h) Provo shall have received an updated fairness opinion from Beckett Race Securities, concludixx xxxt the transaction contemplated by this Agreement is fair to Provo's shareholders from a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning financial point of Section 1445 of the Code duly executed by Sellerview. (vii) [Reserved]The validity of all transactions contemplated by the Transaction Documents, as well as the form and substance of all agreements, instruments, opinions, certificates and other documents delivered by Provo pursuant hereto, shall be satisfactorily in all material respects to Provo Mexico's counsel. (viij) The Phase II Closing transactions contemplated by the CIT Group Agreement shall hereby can be consummated simultaneously with the Closingeffected on a tax-free basis for Buyers.

Conditions to Obligations of Buyers. The obligation of the Buyers to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of the following conditions precedent: (a) [Reserved]. (b) The obligations No Governmental or Regulatory Body of Buyers to consummate competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law which is in effect on the Closing Date which has or would have the effect of prohibiting, enjoining or restraining the consummation of the transactions contemplated by this Agreement to occur on the Closing Date or otherwise making such transactions illegal; (b) The completion of the McAllen Repositioning as described in Article 2.1(b); (c) The representations and warranties of the Sellers in Article 4 of this Agreement or in any Schedule delivered pursuant hereto (i) that are qualified as to materiality, shall be true and correct when made and as of the Closing Date and (ii) that are not qualified as to materiality, shall be true and correct in all material respects when made and as of the Closing Date (in both cases, without giving effect to any supplement to any Schedule delivered after the date of this Agreement), and the Sellers and the Members shall have delivered to Buyers a certificate, dated the Closing Date, to such effect; (d) The Sellers shall have caused all covenants, agreements, and conditions required by this Agreement (i) that are qualified as to materiality, to be performed or complied with by them prior to or at the Closing to be so performed or complied with in all respects and (ii) that are not qualified as to materiality, to be performed or complied with by them prior to or at the Closing to be so performed or complied with in all material respects. The Sellers shall have executed and delivered to Buyers a certificate, dated the Closing Date, to such effect; (e) No Proceeding shall have been instituted or, to the Knowledge of the Sellers, threatened to restrain or prohibit any of the transactions contemplated hereby, and each Seller shall have delivered to the Buyers a certificate, dated the Closing Date, to such effect; (f) The Sellers shall have delivered to the Buyers (i) a Mexican invoice pursuant to Mexican Law, (ii) a Xxxx of Sale, Assignment and Assumption Agreement signed by Parent, CCF and Forbes Mexico for all of the Forbes Mexico Assets that are Tangible Personal Property and Inventories in the form of the attached Exhibit A-1, (iii) a U.S. xxxx of sale pursuant to U.S. Law signed by Parent and CCF for all of the Forbes US Assets that are Tangible Personal Property and Inventories in the forms of the attached Exhibit A-2; (iv) an assignment of all the Forbes Mexico Assets that are intangible personal property signed by Parent, CCF and Forbes Mexico in the form of the attached Exhibit A-3; (v) an assignment of all the Forbes US Assets that are intangible personal property signed by Parent and CCF a in the form of the attached Exhibit A-4 and (vi) such other, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyers, each in form and substance satisfactory to Buyer and executed by the applicable Seller (items (i)-(vi) above, collectively, the “Bills of Sale”); (g) The Assets shall be released from any Liens encumbering such Assets; (h) The Members shall have delivered to the Mexican Buyer an assignment conveying the Membership Interests in the form of the attached Exhibit B and such other instruments as may be reasonably requested by the Mexican Buyer to transfer full legal and beneficial ownership of the Membership Interests to the Mexican Buyer, free and clear of all Liens; (i) The Members shall have delivered all minute books of Forbes Mexico Personnel; (j) The Sellers shall have caused Forbes Mexico Personnel to pay off or otherwise satisfy any indebtedness owed by Forbes Mexico Personnel to any related parties as set forth in Article 6.8; (k) The Sellers shall have delivered to the Buyers copies of the following customs documentation to the extent that such documentation is existing and in the possession of the Sellers: documentation for the Forbes Mexico Assets evidencing payment of any and all Taxes owed with respect to the Assets, including any Taxes related to the temporary and/or permanent importation of said Forbes Mexico Assets; certificates of origin issued by the original manufacturer or by the exporter for any drilling rigs included in the Assets; copies of any Mexico Permit or Customs Documentation that evidence the legal and current status of the Assets in Mexico, as well as a copy of the import pedimento for the Assets that will be invoiced in Mexico as a “first hand sale”; (l) The Sellers shall have delivered to the Buyers the following information with respect to each Forbes Mexico Personnel employee: name and title, current daily wage and working schedule, date of hire, date of birth, vacation (total to which employee is entitled), vacation leave accrued but unused, vacation remaining, vacation premium paid, Christmas bonus, employment agreements, severance pay potential (severance payment currently accrued, as per Mexican labor Law) and date of last payoff of severance (if any); and (m) The obligation of the Buyers to consummate this Agreement with respect to any Rig is subject to the fulfillment delivery of such Rig by the Sellers in substantially the same operating condition and repair that such Rig was in on the Effective Date, subject only to ordinary wear and tear. The foregoing conditions are for the exclusive benefit of the Buyers and any such condition may be waived, in whole or Buyers’ waiverin part, by Buyers at or prior to the Closing, of each of the following conditions: (i) The General Seller Representations and the IP Representations shall be true and correct in all respects as of the Closing Date and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of the Closing Date, in each case with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (ii) The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date. (iii) The Seller shall have delivered to Buyers duly executed counterparts to the Assignment and Assumption Agreement, the Software License Agreement, and such other documents and deliveries set forth in Section 3.02(b). (iv) Buyers shall have received a certificate (a “Seller Closing Certificate”), dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) have been satisfied. (v) Buyers shall have received a certificate pursuant right to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller. (vi) [Reserved]. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously proceed with the Closingtransactions contemplated hereby without waiving any of its other rights hereunder.

Conditions to Obligations of Buyers. (a) [Reserved]. (b) The obligations of Buyers to consummate the transactions contemplated by be performed under this Agreement to occur at the Closing shall be are subject to the fulfillment or Buyers’ waiver, at or prior to the Closing, satisfaction of each of the following conditionsconditions on or before the Closing, unless waived in writing by Buyers: (ia) The General Seller Representations representations and warranties of Sellers and HMC made herein and in any other documents or instruments executed in accordance with the IP Representations terms of this Agreement shall be true and correct in all material respects as on the date of this Agreement or on the Closing Date date such other document or instrument is signed or delivered, and the Loan Level Representations shall be true and correct in all respects with respect to the Transferred Interests as of on the Closing Date, in each case with the same effect as though made at and as of such date (except those representations Sellers 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 failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (ii) The Seller HMC shall have duly performed and complied in all material respects with all agreements, covenants agreements and satisfied all conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it them under this Agreement on or before the Closing. (b) The Escrow Agreement, the Assignment Agreements, the Consent Agreements relating to the Assigned Leases, the License Agreement and the Non Competition Agreement and the deeds of conveyance of the Real Property, to be executed substantially in the form of Exhibit H hereof, shall have been executed and delivered by all necessary parties thereto. (c) Buyers shall have received copies of the resolutions approved and adopted by the shareholders and by the Board of Directors of each of Sellers and the Board of Directors of HMC authorizing the transactions - 41 - contemplated by this Agreement, which shall be duly certified by the respective Secretaries of each of Sellers and HMC. (d) Buyers shall have received a Certificate, substantially in the form of Exhibit I hereof, dated as of the Closing Date, executed by each Seller and HMC certifying that: (i) the representations and warranties of such Seller and HMC contained in this Agreement and in all documents, instruments or certificates delivered pursuant hereto are true and correct in all material respects as of the Closing Date; and, (ii) that such Seller and HMC has duly performed in all material respects all agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date. (iiie) The Seller Buyers shall have delivered received such deeds, leases, bills of sale, certificates of title, endorsements, assignments and other instruments of conveyance, transfer or assignment, in form and substance reasonably satisfactory to Buyers duly executed counterparts and their counsel, as shall be required in order to vest in Buyers good and marketable title to all of the Assets and the Real Property free and clear of all liens, other than the Permitted Liens. (f) Buyers shall have received copies of all personnel files and records (including employee earnings histories) for all employees of Sellers that any of the Buyers employs as of the Closing Date. Buyers shall also have received all of Sellers' records and files relating to the Assignment Assets and Assumption Agreement, the Software License Real Property and to any agreements or obligations expressly assumed by any of the Buyers pursuant to this Agreement, and such other documents files, documents, papers, agreements, records and deliveries set forth in Section 3.02(b)correspondence pertaining to the operation of the Real Property and the Business at the Stores or pertaining to the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office or the Manufacturing Facility, as the Buyers may request. (ivg) Buyers shall have received a certificate (a “Seller Closing Certificate”)an opinion of McGuire, Woods, Battle & Xxxxxx LLP, and XxXxxxxxx Xxxxxx, as appropriate, legal counsel for Sellers and HMC, dated the Closing Date, substantially in the form of that attached hereto as Exhibits J and J-I, respectively. (h) All actions, proceedings and documents necessary to carry out this Agreement or incidental thereto, including any Schedules and/or Exhibits required to be completed by Sellers or HMC hereunder which had not been completed as of the Closing Date date on which this Agreement was executed, shall have been completed and signed approved as to form and substance by a Buyers and their legal counsel. (i) All consents, authorizations, orders and approvals of governmental or regulatory authorities and of individuals or business entities required for the consummation of the transactions contemplated by this Agreement shall have been obtained and all waiting periods specified by law with respect thereto shall have passed. (j) The portions of the Initial Purchase Price requiring the agreement of Sellers shall have been agreed upon by Buyers. (k) Each Seller shall have duly authorized officer of Seller, that assigned to each of the Buyers, as applicable, all Licenses and Permits or other authorizations relating to the operation of the business at the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office and the Manufacturing Facility which are capable of being assigned, together with any consents or approvals required to effect such assignment, and all rights to any telephone numbers used at the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office and the Manufacturing Facility. (l) All material conditions for the benefit of Buyers set forth in Section 7.02(b)(i) and Section 7.02(b)(ii) any Schedule or Exhibit hereto shall have been satisfiedsatisfied by Sellers and HMC, as applicable. (vm) Sellers shall have complied with the provisions of the Puerto Rico Bulk Sales Act. (n) Sellers shall have funded the Escrow in accordance with Section 1.6 hereof. (o) The agreements contemplated by Sections 4 and 5 shall have been executed and delivered to Buyers. (p) Buyers shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (a “FIRPTA Certificate”) that Seller is not a foreign person within financing, for the meaning of Section 1445 cash portion of the Code duly executed by SellerInitial Purchase Price to be paid at Closing, from a financial institution at an interest rate and upon other terms commercially available. (viq) [Reserved]Buyers shall have received all permits, licenses, approvals, or authorizations issued to or held by Sellers concerning environmental matters related or connected to the Assets, the Real Property and the Business. (vii) The Phase II Closing contemplated by the CIT Group Agreement shall be consummated simultaneously with the Closing.