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

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, as of fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) There shall not have occurred since the date of this Agreement and be continuing a Material Adverse Effect; (i) The Seller and the Company shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Seller or the Company on or prior to the Closing Date (except to the extent clause (ii) of this Section 8.2(b) applies to such covenant or agreement) and (ii) Seller shall have performed and complied in all respects with its obligations under Sections 7.4(g) and 7.14 and to deliver the Related Assets at the Closing, except for any immaterial noncompliance with such obligation; (c) Each of the representations and warranties of the Seller contained in Section 3.2this Agreement (other than the representations and warranties set forth in Sections 5.1, Section 3.45.2, Section 3.5(a5.3, 5.10(a), Section 3.8(b5.10(b), 5.10(c), 5.10(d), 5.18, 5.21(b) and 5.28 hereof), which representations and warranties shall be deemed for purposes of this Section 3.20 8.2(c) not to include any qualification or limitation with respect to materiality or immateriality (whether by reference to “Material Adverse Effect,” “material,” “immaterial,” “material respect” or otherwise), shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in except where the case failure of such representations and warranties to be true and correct, in the aggregate, have not had or resulted in and would not be reasonably likely to have or result in a Material Adverse Effect, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that are any such representation or warranty is made as of a specified date, in which case such representations and warranties shall representation or warranty need only be true and correct as of such specified date date; (except, in d) Each of the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained set forth in Article III Sections 5.1, 5.2, 5.3, 5.10(a), 5.10(b), 5.10(c), 5.10(d), 5.18, 5.21(b) and 5.28 hereof shall be true and correct both when in all respects as of the date of this Agreement and as of the Closing Date (other than with respect to any defects in the deeds, endorsements, assignments and other instruments referred to in Section 5.10(c) (other than the Xxxx of Sale) that are immaterial in the aggregate), with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or in the case of representations and warranties that are warranty is made as of a specified date, in which case such representations and warranties shall representation or warranty need only be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (de) The Buyer shall have received from the Seller a certificate from an authorized officer of the Seller, dated the Closing Date, to the effect set forth in Section 6.3(a)that, Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.to the best of such

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be Transaction is subject to the fulfillment, as of the Closing, of each of the following conditions, any of which may be waived satisfaction (or waiver in writing by the Buyer in its sole discretion) of the following further conditions: (a) Each of (i) The the Fundamental Representations made by the Sellers and (ii) the representations and warranties made by the Sellers in Section 2.25 shall be true and correct when made and as of the Seller contained Closing as if made at and as of the Closing, except to the extent that such Fundamental Representation or the representations and warranties made by the Sellers in Section 3.22.25, as applicable, refers specifically to an earlier date, in which case such Fundamental Representation shall have been true and correct as of such earlier date. (b) Each of the representations and warranties made by the Sellers in this Agreement (other than the Fundamental Representations and the representations and warranties made by the Sellers in Section 3.4, Section 3.5(a), Section 3.8(b2.25) that is qualified by materiality shall be true and Section 3.20 correct when made and as of the Closing as if made at and as of the Closing and each such representation and warranty that is not so qualified shall be true and correct in all material respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Dateas if made at and as of the Closing, or in except to the case of extent that such representations and warranties that are made as of a specified refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified earlier date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (bc) The Seller Sellers shall have performed or complied in all material respects with all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to or at the Closing. (cd) Since During the period from the date of this AgreementAgreement until the Closing, there shall not have occurred a no Material Adverse EffectEffect shall have occurred. (de) The Buyer shall have received from certificates dated the Closing Date signed on behalf of each Seller a certificate by an officer of such Seller to the effect that the conditions set forth in Section 6.3(aSections 5.2(a), Section 6.3(b5.2(b), 5.2(c) and 5.2(d) have been satisfied (the “Sellers’ Closing Certificate”). (f) The consents, approvals and copies of the notices (if any) listed on Section 6.3(c)5.2(f) of the Disclosure Schedules shall in each case have been obtained in form and substance reasonably satisfactory to the Buyer and each such consent, signed approval or notice (x) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (y) shall be in full force and effect. (g) The Sellers shall have executed and delivered (or caused to be executed and delivered) to the Buyer all agreements and other documents required to be executed and delivered to the Buyer pursuant to this Agreement at or prior to the Closing pursuant to Section 1.7. (h) The Buyer shall have either, pursuant to Section 4.21, determined that all Existing Staffing Contracts will be Assigned Contracts or, for any Existing Staffing Contracts that are not determined to be Assigned Contracts, have entered into, effective as of the Closing, New Staffing Contracts to replace the benefits received by a duly authorized officer thereofthe Business under the applicable Existing Staffing Contracts. (i) The Title Company shall be committed to deliver to the Buyer the Title Policies, insuring fee simple title to each parcel of the Transferred Real Property vested in the Buyer, subject only to the Permitted Real Estate Liens.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, as of satisfaction at or prior to the Closing, of each Closing Date of the following conditions, any of which may be waived in writing whole or in part by the Buyer in its sole discretiondiscretion by delivery of a written notice to that effect to Sellers’ Representative: (a) (i) The Each of the representations and warranties of the Seller Company contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) ARTICLE 2 and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing DateSellers contained in ARTICLE 3, or in respectively, other than the case of representations Company Fundamental Representations and warranties that are made as of a specified datethe Seller’s Fundamental Representations, such representations and warranties shall be true and correct as of such specified the date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made hereof and as of the Closing Date, or in the case of representations and warranties that are Date as if made as of a specified date, such representations and warranties shall be true and correct anew as of such specified date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect (it being understood that, for the purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect.” and other materiality qualifications contained in such representations and warranties shall be disregarded). The Company Fundamental Representations and the Seller’s Fundamental Representations contained in ARTICLES 2 and 3 will be true and correct in all respects as of the date hereof and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case as of such earlier date); (b) The Seller shall Company will have performed in all material respects all obligations of the covenants and agreements and complied with all covenants required by this Agreement to be performed by the Company under this Agreement at or complied with by it prior to or at the Closing.; (c) Since The Company shall (i) have received, in each case, in form and substance reasonably satisfactory to Buyer, the date of this Agreementthird-party consents and/or government approvals listed on Schedule 1.6(c)(i) and (ii) use commercially reasonable efforts to receive, there shall not have occurred a Material Adverse Effect.in each case, in form and substance reasonably satisfactory to Buyer, the third-party consents and/or government approvals listed on Schedule 1.6(c)(ii); (d) The Buyer All of the Rollover Agreements shall remain in full force and effect, and the transactions contemplated thereby shall have received from been consummated immediately prior to the Seller Closing; (e) Sellers will have delivered or caused to be delivered to Buyer each of the following: (i) written evidence, in each case, in form and substance reasonably satisfactory to Buyer, of the termination of all Related Party Transactions (as defined below) specified as being terminated on Schedule 2.23, without any further Liability of the Company Group; (ii) a certificate to of the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed Company executed by a duly authorized officer thereof, dated the Closing Date, stating that the conditions specified in Section 1.6(a) and Section 1.6(b) have been satisfied; (iii) a certificate of a duly authorized representative of the Company, in form and substance reasonably satisfactory to Buyer, attaching (i) certified copies of resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (ii) true, complete and correct copies of the Governing Documents of the Company; (iv) a certificate of a duly authorized representative of HSW, in form and substance reasonably satisfactory to Buyer, attaching (i) certified copies of resolutions of HSW’s board of directors authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (ii) true, complete and correct copies of the Governing Documents of HSW; and (v) the deliverables set forth in Section 1.9(d).

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the sale and transfer of the Company Shares and the other transactions contemplated by this Agreement shall be is subject to the fulfillmentsatisfaction of the following conditions precedent, each of which may be waived in writing in the sole discretion of the Buyer: (a) the Sellers shall have obtained (and shall have provided copies thereof to the Buyer) (i) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Schedule 6.1(a) and (ii) all other waivers, permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the sale of the Company Shares and the other transactions contemplated by this Agreement or that are material to the conduct of the business of the Company and its Subsidiaries, taken as a whole; (b) (i) the representations and warranties of the Sellers and the Company Equityholders set forth in this Agreement that are not subject to any materiality or Company Material Adverse Effect qualification (other than the representations set forth in Sections 2.9 through 2.13) shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing as though made as of the Closing, (ii) the representations and warranties of the Sellers set forth in Sections 2.9 through 2.12 of this Agreement shall be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing as though made as of the Closing and (iii) the representations and warranties of the Sellers and the Company Equityholders set forth in this Agreement that are subject to a materiality or Company Material Adverse Effect qualification shall be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing as though made as of the Closing; (c) the Company, the Sellers and the Warrantors shall have performed or complied in all material respects with all of the agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) there shall have occurred no change, event, circumstance or development which, individually or taken together with all other changes, events, circumstances or developments, has had, or would reasonably be expected in the future to have, a Company Material Adverse Effect; (e) (i) no judgment, order, decree, stipulation or injunction shall be in effect, (ii) no Legal Proceeding shall be pending, and (iii) no Legal Proceeding shall have been threatened by any Governmental Entity, in each case that would reasonably be expected to (A) prevent consummation of the sale of the Company Shares and the other transactions contemplated by this Agreement, (B) cause the sale of the Company Shares and the other transactions contemplated by this Agreement to be rescinded following consummation of such transaction or (C) have, individually or in the aggregate, a Company Material Adverse Effect; (f) the Representative shall have delivered to the Buyer the Company Certificate; (g) the Sellers shall have delivered to the Buyer the Company Data Package and, following review of the Company Data Package, the Buyer shall have notified the Sellers in writing that the Buyer wishes to proceed, in the Buyer’s sole discretion, with the transactions contemplated by this Agreement, which notice, if given by the Buyer, shall be irrevocable with regard to this condition having been met; (h) [intentionally deleted] (i) the Buyer shall have received copies of the resignations, effective as of the Closing, of each of the following conditionspersons listed in Schedule 6.1(i) (being the members of the management board, supervisory board and officers of the Company and the Subsidiaries (other than any of such resignations which may be waived in writing by the Buyer in its sole discretion:designates, by written notice to the Company, as unnecessary)); (aj) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received documents showing that the Options have either been exercised by the Option Holder or have lapsed and a notarial deed of issuance of the Option Shares; (k) the Buyer shall have received a written shareholders’ resolution of the Company accepting the resignation of, and giving full discharge to, the directors mentioned under Section 6.1(i) with effect from Closing; (l) the Seller Buyer shall have received a counterpart of the Escrow Agreement executed by the Escrow Agent and the Representative; (m) the Buyer shall have received a certificate signed on behalf of the Company by the Company’s management board (bestuur) attaching true and correct copies of the final invoices for all Unpaid Company Transaction Expenses; (n) the Buyer shall have received a notarial deed of issuance comprising the issuance of the Convertible Loan Shares pursuant to the effect set forth First Convertible Loan and Warrant Shares; (o) the Buyer shall have received the certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in Section 6.3(atheir jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) listed on Schedule 6.1(o); (p) the Buyer shall have received payoff letters from each of the lenders under the Second Convertible Loan, Section 6.3(bABN AMRO Bank N.V. and Agentschap NL with respect to all Indebtedness of the Company in form and substance satisfactory to the Buyer; and (q) and Section 6.3(c), signed by a duly authorized officer thereof.the Notary shall have received the Company’s shareholders’ register

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller and the Company contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) Effect with respect to the Company or its Subsidiaries, taken individually. The Seller and the Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to certifying the effect statements set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof; (b) Seller shall have delivered to Buyer all of the deliverables set forth in Section 2.2(c); (c) Seller shall have delivered all the third party and governmental consents and approvals set forth in Schedule 7.3(c) of the Disclosure Schedules; and (d) There shall be no Material Adverse Effect with respect to the Company or any of its Subsidiaries.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or the Buyer’s waiver, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) Other than the representations and warranties of the Seller contained in Section 4.01, Section 4.02, Section 4.04 and Section 4.22, the representations and warranties of the 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 (iin the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Seller contained in Section 3.24.01, Section 3.44.02, Section 3.5(a), Section 3.8(b) 4.04 and Section 3.20 4.22 shall be true and correct in all respects (except, in on and as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and on and as of the Closing Date, or in Date with the case same effect as though made at and as of such date (except those representations and warranties that are made address matters only as of a specified date, such representations and warranties the accuracy of which shall be true and correct determined as of such that specified date (except, in the case of Section 3.5(aall respects), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have duly performed and complied in all material respects all obligations and agreements and complied 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, however, that with respect to agreements, covenants and conditions that are qualified by materiality, the Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Action shall have been commenced against the Buyer or the 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 Required Consents shall have been received, and executed counterparts thereof shall have been delivered to the Buyer at or prior to the Closing. (ce) Since 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. (df) The Seller shall have delivered to the Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(a). (g) The Buyer shall have received from all Permits that are necessary for it to conduct the Business as conducted by the Seller a certificate as of the Closing Date. (h) All Encumbrances relating to the effect set forth Purchased Assets shall have been released in Section 6.3(a)full, Section 6.3(bother than Permitted Encumbrances, and the Seller shall have delivered to the Buyer written evidence, in form satisfactory to the Buyer in its sole discretion, of the release of such Encumbrances. (i) The Buyer shall have received a certificate, dated the Closing Date and Section 6.3(c), signed by a duly authorized officer thereofof the Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied (the “Seller Closing Certificate”). (j) The Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the 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, (ii) 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 (iii) the names and signatures of the officers of the Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (k) VOXX shall have received a waiver from, or entered into an amendment of its loan agreement with, Xxxxx Fargo Bank, National Association to permit the Buyer and VOXX to enter into this Agreement and consummate the transactions contemplated hereby. (l) The Buyer shall be satisfied, in its sole discretion, (i) with its due diligence review of the Business, and (ii) that a Material Adverse Effect with respect to the Business shall not have occurred. (m) The Buyer shall have received the Employment Agreements, duly executed by the respective counterparties thereto. (n) The Buyer shall have received a certification (the “FIRPTA Certificate”), in form reasonably acceptable to Buyer and its counsel, of the non-foreign status of EyeLock Sub that complies with Section 1445 of the Code. (o) The Seller shall have delivered to the Buyer such other documents or instruments as the Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillmentsatisfaction or, as of to the Closingextent permitted by applicable Law, of each waiver at or prior to the Closing of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Selling Entities shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Selling Entities on or prior to the Closing Date; (b) (i) The the representations and warranties of the Selling Entities set forth in Article V (other than the Seller contained in Section 3.2Fundamental Representations, Section 3.4, Section 3.5(a), Section 3.8(b5.7 (Absence of Certain Developments) and Section 3.20 shall be true and correct in all respects 5.10 (except, in the case of Section 3.5(aTitle to Purchased Assets; Real Property)), disregarding for de minimis inaccuracies) both when made and as of the Closing Date, or these purposes any exception in the case of representations and warranties that are made as of a specified date, such representations and warranties relating to materiality or a Material Adverse Effect, shall be true and correct as of such specified the date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made this Agreement and as of the Closing Date, or in Date as though made at and as of the case of Closing Date (except for those representations and warranties that are made which address matters only as of a specified date, an earlier date in which case such representations and warranties representation or warranty shall be have been true and correct as of such specified earlier date), except where the failure for such failures to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. , (bii) The the representations and warranties set forth in Section 5.1 (Organization, Standing and Corporate Power) and Section 5.2 (Authority; Execution and Delivery; Enforceability) and Section 5.12 (Brokers) (collectively, the “Seller Fundamental Representations”), disregarding for these purposes any exception in such representations and warranties relating to materiality or a Material Adverse Effect, shall have performed be true and correct in all material respects all obligations and agreements and complied with all covenants required by as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date in which case such representation or warranty shall have been true and correct as of such earlier date), and (iii) the representations and warranties set forth in Section 5.7(a) (Absence of Certain Developments) and Section 5.10 (Title to Purchased Assets; Real Property) shall be performed or complied with by it prior to or true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing.Closing Date; (c) Since the date Buyer shall have received a certificate from an officer of this Agreement, there shall not the Seller to the effect that the conditions set forth in Section 8.2(a) and (b) have occurred a Material Adverse Effect.been satisfied; (d) The the Buyer shall have received from the Seller a certificate other items to be delivered to it pursuant to Section 4.2; and Any condition specified in this Section 8.2 may be waived by the effect Buyer; provided, however, that no such waiver shall be effective against the Buyer unless it is set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed a writing executed by a duly authorized officer thereofthe Buyer.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller Sellers contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, in each case except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have result in any Loss in excess of Two Million Dollars ($2,000,000); provided, however that (i) if such representations are not true and correct as provided above (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect) such that the failure to be so true and correct would, individually or in the aggregate, reasonably be expected to result in a Loss in excess of Two Million Dollars ($2,000,000) but less than Five Million Dollars ($5,000,000) and (ii) Seller agrees in writing to fully indemnify Buyer for all such Losses, then the condition in this Section 7.3(a) with respect to the representations and warranties shall be deemed satisfied and the condition set forth in Section 7.3(h) shall also be deemed satisfied as it relates to the Circumstances giving rise to such breach (and the Circumstances giving rise to such breach shall not constitute a Material Adverse Effect. (b) Effect for purposes of this Agreement). The Seller Sellers shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. The Buyer shall have received from the Sellers a certificate to the effect set forth in the preceding sentences, signed by duly authorized officers thereof. (b) The Buyer shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Buyer. (c) Since The Buyer shall have received a certificate from the date secretary of each of the Sellers and the SLP Subsidiary certifying that (i) attached thereto is a true and correct copy of such Person’s certificate of incorporation or other charter document and all amendments thereto, certified by the appropriate Governmental Authority of such Person’s jurisdiction of formation, (ii) attached thereto is a true and complete copy of the bylaws, operating agreement or other similar governing document of each such Person as then in effect, (iii) attached thereto is a true and complete copy of the resolutions adopted by such Person authorizing the execution, delivery and performance of the agreements and documents contemplated hereby, and with respect to the resolutions of the SLP Subsidiary, authorizing and approving (1) the transfer of the SLP Subsidiary’s membership interests, (2) the acceptance of new partners of the SLP Subsidiary, (3) the waiver of any preferential rights to acquire the membership interest, and (4) the ratification and confirmation that the SLP Subsidiary’s membership interests to be transferred have no liens or usufruct (usufructo) that remain effective, and (iv) as to the incumbency and signatures of each officer of such Person who executed this Agreement, there shall not have occurred a Material Adverse EffectAgreement and other documents at Closing. (d) The Buyer shall have received a current certificate of existence or equivalent document for each of the Sellers and the SLP Subsidiary, dated as of a date not more than 10 days prior to Closing, from the Seller a certificate jurisdiction of each such Person’s formation. (e) The Buyer shall have received true and correct copy of the SLP Subsidiary Partners’ Registry Book evidencing the transfer of the Shares as of the Closing Date from the Share Sellers to the effect set forth Buyer and its designee, certified by the Secretary of the Board of Managers of the SLP Subsidiary. (f) The Buyer shall have received the resignations, effective as of the Closing, of each of the directors and officers of the SLP Subsidiary. (g) The Buyer shall have received a release in Section 6.3(a), Section 6.3(bthe form attached hereto as Exhibit E in favor of the SLP Subsidiary from Sellers and their Affiliates. (h) and Section 6.3(c), signed by No Circumstance shall have occurred or be existing since the date hereof that would be reasonably likely to have a duly authorized officer thereofMaterial Adverse Effect .

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The Other than the representations and warranties of the Seller contained in Section 3.2, Section 3.4, the last sentence of Section 3.5(a)3.6, the last sentence of Section 3.8(b3.14(d) and Section 3.20 shall be true and correct in all respects (except3.20, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth thereinherein) as of the date hereof and as of the Closing Date with the same effect as though made at and as of such dates, (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The representation and warranty of the Seller contained in the last sentence of Section 3.14(d) shall be true and correct in all material respects as of the date hereof and as of the Closing Date. The representations and warranties of the Seller contained in Section 3.2, Section 3.4, the last sentence of Section 3.6 and Section 3.20 shall be true and correct in all respects (except for any failure to be so true and correct that is de minimis in nature) as of the date of this Agreement and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). (b) The Seller shall have performed in all material respects all its obligations and agreements and complied with all its covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section Sections 6.3(a), Section 6.3(b) and Section 6.3(c6.3(b), signed by a duly authorized officer thereof. (d) The Key Agreement Amendment shall be in full force and effect at and as of the Closing. (e) The Buyer shall have received an executed counterpart of each of the Ancillary Agreements to which the Seller or an Affiliate of the Seller is a party, signed by each party other than the Buyer or any of the Buyer’s Affiliates. (f) The Buyer shall have received from the Seller a certificate pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986 providing that the Seller is not a foreign person, in form and substance reasonably satisfactory to the Buyer.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The In either case before giving effect to any matters, reflected in any amendment, supplement or modification to the Disclosure Schedules made pursuant to Section 6.3, the representations and warranties of the Seller and the Company contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, this Agreement or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III any certificate delivered pursuant hereto shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”each case, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) ), except where the failure to be so true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Effect with respect to the Company; provided, however, that, notwithstanding the foregoing, the representations and warranties contained in Section 3.2, Section 3.4, Section 4.2, Section 4.4, Section 4.5 (bother than with respect to Long Beach Acceptance Receivables Corp. III and Long Beach Acceptance Receivables Corp. Warehouse II), Section 4.10(h) and Section 4.15(o) shall be true and correct in all respects both when made and as of the Closing Date. The Seller and the Company shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) other than for inadvertent and insignificant failures. The Buyer shall have received from each of the Seller (with respect only to itself) and the Company (with respect only to itself) a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof. (b) [Reserved] (c) The Buyer shall have received a non-foreign person affidavit from the Seller pursuant to Section 1445 of the Code. (i) The Seller shall, upon the Closing, have transferred to the Buyer good and marketable title to all of the Common Stock, which shall represent 100% of the outstanding capital stock of the Company, free and clear of any and all Encumbrances of any kind or nature whatsoever (other than restrictions on marketability imposed by federal or state securities Laws) and the Seller shall have delivered to the Buyer evidence, in form and substance reasonably satisfactory to the Buyer, that all Encumbrances on the Common Stock shall have been released, (ii) no claim shall have been filed, made or threatened by any Person asserting that he, she or it is entitled to any part of the Purchase Price paid for the Common Stock, and (iii) the Seller shall have delivered to the Buyer the certificate(s) representing the Common Stock, either duly endorsed for transfer to the Buyer or accompanied by appropriate duly executed stock powers. (e) No Material Adverse Effect shall be existing or have occurred and be existing since the date of this Agreement with respect to the Company. (f) All consents of, or registrations, declarations or filings with, or any Permits necessary to operate the Acquired Business in the same manner as it is being operated as of the date of this Agreement and as of the Closing Date from, any Governmental Authority set forth on Schedule 8.3(f) shall have been obtained or filed. (g) All third party consents set out on Schedule 8.3(g) shall have been obtained and copies delivered to the Buyer. (h) No Governmental Authority shall have enacted, issued, promulgated, entered or enforced any Law (whether temporary, preliminary or permanent) that is then in effect and that (i) requires the Buyer to dispose of any of the stock or assets of the Company or its Subsidiaries or imposes material limitations on the ability of the Buyer to control in any respect the business, assets or operations of the Company and its Subsidiaries, taken as a whole, or (ii) has or reasonably would be expected to have a Material Adverse Effect with respect to the Company. (i) There shall not be pending or threatened any Action by any Governmental Authority or by any third party that would (i) require the Buyer to dispose of any of the stock or assets of the Company or its Subsidiaries or imposes material limitations on the ability of the Buyer to control in any respect the business, assets or operations of the Company and its Subsidiaries, taken as a whole, or (ii) reasonably be expected to have a Material Adverse Effect with respect to the Company. (j) The Seller shall have provided the Buyer with evidence satisfactory to the Buyer that all intercompany debts owed by the Company or any of its Subsidiaries to the Seller or any of its Affiliates, including, without limitation, the Intercompany Obligation, shall have been paid, reflected on the Estimated Closing Statement or contributed to the Company and shown as stockholder’s equity of the Company. (k) The Seller and the Company shall have delivered to the Buyer: (i) Copies of the certificate of incorporation of the Seller, the Company Certificate and the Subsidiary Formation Documents, all certified by the Secretary of State of their respective jurisdiction of incorporation or formation; (ii) Copies of (A) the Seller’s resolutions of its board of directors authorizing and approving this Agreement and all of the transactions and agreements contemplated hereby, (B) the Company’s resolutions of its board of directors authorizing and approving this Agreement and all of the transactions and agreements contemplated hereby, (C) the Bylaws of the Seller, the Company Bylaws and the Subsidiary Governance Documents and (D) the names of the officer or officers of the Seller and the Company authorized to execute this Agreement and any and all documents, agreements and instruments contemplated herein, all certified by the Secretary of the Seller, the Company and its Subsidiaries, as applicable, to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (iii) A good standing certificate for the Company and its Subsidiaries from the Secretaries of State of all jurisdictions where the Company and its Subsidiaries are incorporated or formed or qualified to do business in, showing that the Company and its Subsidiaries are in good standing and qualified as a domestic or foreign corporation in each such state, dated as of a date within ten (10) days prior to the Closing Date; (iv) Resignations, in form and substance satisfactory to the Buyer, of all officers and directors of the Company and its Subsidiaries designated by the Buyer to the Seller at least five (5) Business Days prior to the Closing; and (v) The Buyer shall have received from counsel to the Seller and the Company closing legal opinions in substantially the form of Exhibit C addressed to the Buyer and dated as of the Closing Date.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have executed and delivered to the Buyer the Ancillary Agreements, the Transition Services Agreement, the Non-Exclusive License Agreement, the Registration Rights Agreement, the Sublease Agreement and the Services Agreement; (ib) The the Seller shall have delivered to the Buyer the Financial Statements in unaudited form; (c) the Seller shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Seller; (d) the representations and warranties of the Seller contained set forth in the first sentence of Section 2.1 and in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 2.2 and Section 3.20 any representations and warranties of the Seller set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except (i) to the case extent that the failure of such representations and warranties that to be true and correct in all respects or all material respects, as the case may be, has not caused a Business Material Adverse Effect and (ii) to the extent such representations and warranties are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(adate), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (be) The the Seller shall have performed in all material respects all obligations and or complied with its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing.; (cf) Since the date Seller shall have obtained consents to the assignment of the agreements listed on Schedule 5.1(f) to the Buyer; (g) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the Acquired Assets, or to operate the Business as currently conducted following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect; (h) the Seller shall have delivered to the Buyer the Seller Certificate and the Secretary’s Certificate; (i) the Seller shall have delivered to the Buyer an update, as of the date prior to the Closing Date, of each list contained in the Disclosure Schedule that lists or describes Acquired Assets (including the lists set forth in Sections 2.8, 2.10, 2.11, 2.12, 2.15, 2.16, 2.20 and 2.21 of the Disclosure Schedule) and of the list contained on Schedule 7.3(a); (j) except as otherwise required by applicable law, the Hired Employees shall have ceased to participate in or accrue further benefits under the Business Benefit Plans, and Hired Employees who participate in the Seller’s 401(k) plan(s) shall cease to participate in said plan(s); (k) the Seller shall have settled or cancelled any rights of Hired Employees under any Seller equity incentive, bonus or other compensation plans; (l) a number of Available Employees that are sufficient (assuming for purposes of this subsection (l) the continued use of the temporary employees provided through Adecco or through Zerochaos) for the conduct of the Business as presently conducted in all material respects shall have accepted offers of at will employment from Buyer (such offers to be contingent and effective upon the Closing); (m) the Seller shall have delivered to the Buyer documents evidencing the release or termination of all Security Interests on the Acquired Assets, if any, and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Security Interests or payoff letters from the applicable secured party agreeing to release the related Security Interests upon payment at the Closing of any amounts due to the secured party, other than Security Interests which are listed in Section 2.8(a) of the Disclosure Schedule under the heading “Permitted Security Interests”; (n) the Buyer shall, in good faith, have reasonably concluded that the transition services and Intellectual Property required to conduct the Business as presently conducted and as described in Schedule A to the Services Agreement are available to it after Closing upon reasonably satisfactory terms; (o) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Seller in its jurisdiction of organization, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; and (p) there shall not have occurred a Business Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer ---------------------------------------- to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have obtained at its own expense (iand shall have provided copies thereof to the Buyer) The all of the assignments, waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, including from all applicable Governmental Entities and necessary third parties, which are required on the part of the Seller, except for any failure of which to obtain or effect would not, individually or in the aggregate, have a material adverse effect on the right of the Buyer to own, operate or control the Acquired Assets following the Closing or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the Buyer shall have received an executed Master Services Agreement, substantially in the form attached hereto as Exhibit F, entered into --------- by and between the Buyer and the Seller for all contracts of the Seller relating to the Business which are performed under agreements between the Seller and certain sponsors which cannot be assigned to the Buyer; (c) the representations and warranties of the Seller contained set forth in the first sentence of Section 2.1 and in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 2.2 and Section 3.20 any representations and warranties of the Seller set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date date); (exceptd) the Seller shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened relating primarily to the Business wherein an unfavorable judgment, order, decree, stipulation or injunction would in any reasonably foreseeable way (i) prevent consummation of the case of Section 3.5(a)transactions contemplated by this Agreement, for de minimis inaccuracies), and (ii) all other representations and warranties cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Seller contained in Article III Buyer to own, operate or control any of the Acquired Assets, or to conduct the Business as currently conducted, following the Closing, and no such judgment, order, decree, stipulation or injunction shall be true and correct both when made and in effect; (f) the Seller shall have delivered to the Buyer the Seller Certificate; (g) the Seller shall have delivered to the Buyer an update, as of the Closing Date, or of each list contained in the case of representations and warranties Disclosure Schedule that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation lists or qualification as to “materiality” describes Acquired Assets (including the word “material”lists set forth in Sections 2.6(c), or “Material Adverse Effect” set forth therein2.7, 2.8, 2.9, 2.10, 2.15(a) would not, individually or in and 2.19 of the aggregate, have or reasonably be expected to have a Material Adverse Effect.Disclosure Schedule); (bh) The the Seller shall have performed in delivered to the Buyer documents evidencing the release or termination of all Security Interests on the Acquired Assets, and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Security Interests; (i) the Seller shall have provided to the Buyer all necessary documentation of (i) compliance with any applicable environmental transfer statute and (ii) transfer of all material respects all obligations Permits required under Environmental Laws; (j) the Buyer shall have received from counsel to the Seller an opinion in substantially the form attached hereto as Exhibit G, addressed to the --------- Buyer and agreements dated as of the Closing Date; (k) the Buyer shall have received such other certificates and complied instruments (including certificates of good standing of the Seller in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.; (cl) Since the date of this Buyer shall have received an executed Employment Agreement, there shall not have occurred a Material Adverse Effect.substantially in the form attached hereto as Exhibit H, with each of Xxxx ---------- Xxxxxxx and Xxxx Xxxxxxxxx; and (dm) The the Buyer shall have received from the Seller a certificate to an executed Transition Services Agreement, substantially in the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.form attached hereto as Exhibit I. ---------

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller BF Trust, the Owned Real Property Sellers, and the Company contained in Section 3.2Article III, Section 3.4Article IV, Section 3.5(aand Article V, respectively (other than the Fundamental Representations of such parties), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in the case of representations and warranties that are made as of a specified dateexcept that, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), “BF Trust Material Adverse Effect” or “Material Adverse Effect” set forth therein, other than those limitations and qualifications contained in Section 5.7(b) and Section 5.20(a)) would not, individually or in the aggregate, not have or reasonably be expected to have a BF Trust Material Adverse Effect or Material Adverse Effect, as applicable; and (ii) the Fundamental Representations of the BF Trust, the Owned Real Property Sellers, and the Company shall be true and correct in all material respects as of the date of this Agreement and in all respects (other than de minimis exceptions) as of the Closing Date, except that, in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects (other than de minimis exceptions) as of such specified date. (b) The Seller BF Trust, the Owned Real Property Sellers, and the Company shall have performed in all material respects performed all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller BF Trust (with respect only to the BF Trust), each of the Owned Real Property Sellers (each with respect only to itself), and the Company (with respect only to itself) a certificate to the effect set forth in Section 6.3(a), Section 6.3(bclauses (a) and Section 6.3(c)(b) above, each signed by a duly authorized officer officer, manager, or member thereof. (d) There shall not have been a Material Adverse Effect since the date of this Agreement.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) (i) The all of the material waivers, permits, consents, approvals or other authorizations, and effected all of the material registrations, filings and notices, referred to in Section 4.2(a) which are required on the part of the Seller and (ii) all of the material waivers, permits, consents, approvals or other authorizations, and effected all of the material registrations, filings and notices, referred to in Section 4.2(b) which are required on the part of the Seller and are listed on Schedule 5.2(a)(ii) hereof (which Schedule shall include, without limitation, all consents of any software licensor described in Section 2.13(b) hereof; (b) the representations and warranties of the Seller contained set forth in the first sentence of Section 2.1 and in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 2.3 and Section 3.20 any representations and warranties of the Seller set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(adate), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (bc) The the Seller shall have performed in all material respects all obligations and or complied with its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to the Closing or at the Closing. (c) Since the date of this Agreement, there Buyer shall not have occurred a Material Adverse Effect.waived such performance or compliance; (d) The no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the Acquired Assets, or to conduct the business of the Seller as currently conducted, following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect, it being agreed that the Mohave Arbitration shall not be determined to be a Legal Proceeding preventing Closing hereunder; (e) the Seller shall have delivered to the Buyer the Seller Certificate; (f) the Seller shall have delivered to the Buyer an update, as of a date not later than two business days prior to the Closing Date, of each list contained in the Disclosure Schedule that lists or describes Acquired Assets (including the lists set forth in Sections 2.5, 2.10(c), 2.11, 2.12, 2.13, 2.14, 2.17, 2.21(a) and 2.25 of the Disclosure Schedule); (g) the Seller shall have delivered to the Buyer documents evidencing the release or termination of all Security Interests on the Acquired Assets (other than Security Interests related to equipment leases being assumed by Buyer), and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Security Interests or, alternatively, pay-off letters reasonably acceptable to the Buyer stating the payment necessary for release or termination of such Security Interests, with payment thereof to be made by Seller from the Closing proceeds; (h) the Seller shall have delivered to the Buyer either (i) a waiver issued by each jurisdiction in which any Acquired Assets are located of any Tax lien with respect to the sale of the Acquired Assets under this Agreement, or (ii) a good standing certificate or tax clearance letter issued by each jurisdiction in which any Acquired Assets are located as to the Tax returns due and the Taxes payable with respect to the sale of the Acquired Assets under this Agreement; (i) the Buyer shall have received from counsel to the Seller a certificate an opinion in substantially the form attached hereto as Exhibit E, addressed to the Buyer and dated as of the Closing Date; (j) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Seller in its jurisdiction of organization and any foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing, including, without limitation, Tax good standing certificates, tax clearance letters or other documentation satisfactory to Buyer to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.that Seller has no overdue tax liability;

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Fundamental Representations shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of any of such representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), date; and (ii) all the other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof. (b) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Business. (c) The Buyer shall have received from the Seller an executed counterpart of each of the Ancillary Agreements required to be signed by the Seller and each of its Affiliates party thereto.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller TreeHouse contained in Article III (other than the Business Fundamental Representations and Section 3.7(a)) shall be true and correct both when made as of the date hereof and as of the Closing DateDate as though made on and as of such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or Sellers Material Adverse Effect. , as applicable, (bii) The Seller the Business Fundamental Representations (other than Section 3.4) shall be true and correct both as of the date hereof and as of the Closing Date as though made on and as of such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein), (iii) the representation and warranty set forth in Section 3.4 shall be true and correct both as of the date hereof and as of the Closing Date as though made on and as of such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for any de minimis inaccuracies (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein), and (iv) the representation and warranty set forth in Section 3.7(a) shall be true and correct in all respects both as of the date hereof and as of the Closing Date as though made on and as of such date. TreeHouse shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (cb) Since the date of this AgreementAgreement until the Closing, there shall not have occurred been no Material Adverse Effect, and there shall have been no event, change, occurrence or effect, individually or in the aggregate, reasonably expected to result in a Material Adverse Effect. (dc) The Buyer shall have received from the Seller TreeHouse a certificate to the effect set forth in Section 6.3(a), Section 6.3(b7.3(a) and Section 6.3(c7.3(b), signed by a duly authorized officer thereof. (d) The Subsequent Reorganization and the Pickles and Refrigerated Dough Transfer shall have been completed on the terms set forth herein.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment, as of satisfaction on or prior to the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The the representations and warranties set forth in Section 3.1 and Section 3.2 which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Seller contained Closing Date and the representations and warranties set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 3.1 and Section 3.20 3.2 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made at and as of the Closing Date, or in the case of Date (except for representations and warranties that are made as speak of a specified date, such representations and warranties specific date or time other than the Closing Date which shall be true and correct as of such specified date to the extent set forth above); (exceptb) the Company, each of the Subsidiaries and the Seller shall have performed and complied in all material respects with all of their respective covenants hereunder through the case Closing Date; (c) there shall not have occurred from December 31, 2010 to the Closing Date any event or development that has had or is reasonably expected to have a Material Adverse Effect; (d) any PUC listed on Section 2.5(a)(ix) of Section 3.5(a)the Disclosure Schedule shall have approved the transactions contemplated hereby, for de minimis inaccuracies)if required by applicable Law, by Final Order; provided, however, that (i) if both the Buyer and the Seller waive the condition of such PUC approval by Final Order, the Parties shall consider the PUC approval without Final Order sufficient to proceed to the Closing according to the other terms of this Agreement and (ii) all other representations and warranties of the Seller contained in Article III no Final Order shall be true and correct both when made and as of the Closing Date, impose terms or in the case of representations and warranties conditions that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.Effect (after giving effect to the purchase of the Stock by the Buyer); and (be) The the Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement delivered, or caused to be performed or complied delivered, all items required to be delivered in accordance with by it prior to or at the ClosingSection 2.5(a). (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller Sellers and the Company contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) Articles III and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III IV shall be true and correct both when made and as of the earlier of (i) Closing Date and (ii) the Cut-off Date, or except that in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Seller Material Adverse Effect” Effect or Material Adverse Effect set forth therein, other than those limitations and qualifications contained in Section 4.9(b) and Section 4.19(a)) would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect or Seller Material Adverse Effect., as applicable; (b) The Seller Sellers, the Blockers and the Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since The Company has received a number of executed Landlord Consents such that, in combination with the date Leases for which a Landlord Consent is not required by the terms of this Agreementthe applicable Lease or for which Landlord Consent is required by the terms of the applicable Lease but the Buyer has given its express written consent that the Company does not need to seek such Landlord Consent, there shall not have occurred a Material Adverse Effectthe operation of at least ninety percent (90%) of the Company Facilities by the Buyer, the Company or any of the Company’s Subsidiaries after Closing will be permitted under the terms of all such Leases. (d) The Buyer All documents, instruments, certificates or other items required to be delivered at the Closing by the Sellers or the Company pursuant to Section 1.5(b) shall have received from been delivered or the Seller a certificate Sellers or the Company stands ready to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereofdeliver all such items at Closing.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer: (a) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (b) no Order enacted by a Governmental Entity of competent jurisdiction shall be in effect, and no Legal Proceeding by a Governmental Entity of competent jurisdiction shall be pending, that would prevent consummation of the transactions contemplated by this Agreement; (c) (i) The representations and warranties of the Seller Fundamental Representations contained in Section 3.23.1, Section 3.4, Section 3.5(a3.2(a), Section 3.8(b3.2(b), Section 3.4(a), Section 3.4(b)(ii) and Section 3.20 3.27: (A) that are qualified by reference to the words “material”, “materiality”, or “Company Material Adverse Effect” shall be true and correct in all respects (except, in as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Date, or in as though made as of the case of Closing (except for such representations and warranties that are made speak specifically as of a specified another date, such representations and warranties which shall be true and correct in all respects as of such specified date); and (B) that are not qualified by reference to the words “material”, “materiality”, or “Company Material Adverse Effect” shall be true and correct in all material respects as of the date hereof and as of the Closing as though made as of the Closing (exceptexcept for such representations and warranties that speak specifically as of another date, which shall be true and correct in the case all material respects as of Section 3.5(asuch date), for de minimis inaccuracies), ; and (ii) all other representations and warranties of Group Companies and the Seller contained Participating Sellers set forth in Article II or Article III of this Agreement shall be true and correct both when made in all respects as of the date hereof and as of the Closing Date, or in as though made as of the case of Closing (except for such representations and warranties that are made speak specifically as of a specified another date, such representations and warranties which shall be true and correct in all respects as of such specified date), except where for inaccuracies of representations or warranties the failure circumstances giving rise to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would notwhich, individually or in the aggregate, have or reasonably be expected to have not had a Company Material Adverse Effect.; (bd) The Seller the Group Companies and the Participating Sellers shall have performed or complied in all material respects all obligations and with their agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing.; (ce) Since there shall have occurred since the date hereof no Change that, individually or taken together with all other Changes, has had a Company Material Adverse Effect; (f) the Buyer shall have received evidence, in form and substance reasonably satisfactory to the Buyer, that the Group Companies have obtained all of this Agreementthe waivers or Permits (including all consents and authorizations), and effected all of the registrations, filings and notices, set forth on Schedule 7.1(f); (g) the Buyer shall have received evidence, in form and substance reasonably satisfactory to the Buyer, that (i) the Contracts between any Group Company, on the one hand, and any Seller (or Affiliate thereof), on the other hand, listed on Schedule 7.1(g) shall have been satisfied and discharged in full and otherwise terminated, in each case without any liability to any Group Company or the Buyer and (ii) upon payment of the amounts reflected in the Closing Payment Certificate all obligations of any Group Company under any arrangement between any Group Company and any Person identified in Section 3.27 of the Disclosure Schedule will be satisfied and discharged in full without further obligations on the part of any Group Company; (h) there shall have been delivered to the Buyer Stock Transfer Forms, and Voting Powers of Attorney in respect of all of the Company Shares in issue as at Closing duly executed by the applicable registered shareholder, in favor of the Buyer or its nominee(s) together with the relevant Certificates in the names of each such registered shareholders; (i) the Buyer shall have received copies of the resignations, effective as of the Closing and in form agreed between the Buyer and the Company as of the date hereof, of each director of each Group Company who the Buyer designates by written notice to the applicable Group Company at least three (3) Business Days prior to the Closing; (j) each of the Key Personnel Arrangements shall not have occurred a Material Adverse Effect.been rescinded by the applicable Key Personnel and (ii) each of the Key Personnel shall not have provided notice of their intent to terminate, employment; (dk) The the Buyer shall have received a counterpart or counterparts of the Escrow Agreement executed by the Escrow Agent and the Equityholder Representative; (l) the Buyer shall have received (i) a signed copy of each Option Exercise Agreement from each holder of In-the-Money Company EMI Options and (ii) evidence in form and substance reasonably satisfactory to the Buyer that each other Company Option has either (A) lapsed and expired in the ordinary course prior to the Closing, (B) been exercised in full prior to the Closing (and that the holder of the Company Shares issued upon exercise thereof is a Participating Seller) or (C) will, as of the Closing, be canceled in accordance with this Agreement; (m) the Buyer shall have received duly executed written instruments or deeds releasing any Lien on any asset of any Group Company and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any Lien; (n) the Buyer shall have received certificates of good standing of each Group Company in their jurisdictions of organization (where applicable as a legal concept); (o) the Buyer shall have received the Company Certificate; (p) the Buyer shall have received the registers of allotment, transfers, members, directors and officers, beneficial owners (in each case properly written up to the time immediately prior to the Closing); (q) each holder of a Company Share shall be a Participating Seller; (r) the Buyer shall have received from the Seller Company a certificate certification that the Company Shares are not United States real property interests as defined in Section 897(c) of the Code, together with a notice to the effect set forth Internal Revenue Service (which shall be filed by the Buyer with the Internal Revenue Service following the Closing), in accordance with Treasury Regulations under Sections 897 and 1445 of the Code; (s) each Seller Restrictive Covenant Agreement shall not have been rescinded by the applicable Seller; (t) no later than five (5) Business Days prior to the Closing, the Company shall have delivered to the Buyer Company Financial Statements that are consistent in all material respects with the Draft Company Financial Statements; (u) the Buyer shall have received a copy of the minutes of a meeting (or resolutions) of the board of directors of each Group Company (such copy minutes being certified as correct by the chairman of the relevant meeting or the secretary of the relevant body corporate) at which: (i) in the case of the Company only, the transfers of the Company Shares at the Closing are approved for registration and registered (subject to those transfers being duly stamped); (ii) in the case of the Company only, the resolutions referred to in Section 6.3(a)1.9, in respect of the Company Options, were duly adopted; (iii) the resignations referred to in Section 6.3(b7.1(i) are tendered and Section 6.3(c)accepted so as to take effect at the Closing; (iv) persons nominated by the Buyer (in the case of directors, signed subject to any maximum number imposed by the relevant constitution) are appointed directors, secretary and officers; and (v) the Participating Sellers shall have delivered to the Buyer a duly authorized officer thereofshareholder resolution of the Company adopting new articles of association of the Company (in such reasonable form as the Buyer shall notify the Equityholder Representative) with effect from the Closing.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement shall be it in connection with the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The all of the representations and warranties of the Seller contained Sellers made in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement shall be true and correct in all material respects (exceptexcept with respect to any such representations or warranties that include the word “material” or words of similar import, as to which they shall be true and correct in all respects) as of the case of Section 3.5(a), for de minimis inaccuraciesClosing Time (unless such representation or warranty expressly refers to an earlier time) both when with the same effect as if made at and as of the Closing DateTime, or in except to the case extent that any breach of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in arises from the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties actions of the Seller contained in Article III shall be true and correct both when made and as of Sellers or the Closing Date, Corporation which are required by this Agreement or in are consented to by the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.Buyer; (b) The Seller the Sellers shall have complied with and performed in all material respects all of their obligations and agreements and complied with all covenants required by in this Agreement to be performed or complied with at or before Closing, except to the extent that any breach of such obligations is consented to by it prior to or at the Closing.Buyer; (c) Since since the date of the Agreement, the business of the Corporation has been conducted in the Ordinary Course of Business (except as otherwise permitted by this Agreement, there shall not have occurred a Material Adverse Effect.) and in the absence of any material casualty or material adverse change in the conduct of such business; (d) The the Buyer shall have received from completed its due diligence review of the Corporation to its satisfaction in its absolute and sole discretion; (e) the consummation of the transactions contemplated by this Agreement will not result in the acceleration of a termination right (or the creation of a termination right) or the actual termination of, any material Contract; (f) the Sellers shall have entered into the Escrow Agreement; (g) the Seller Consents and Approvals shall have been obtained with no conditions other than those agreed to in writing by the Buyer, acting reasonably, or complied with on or before the Closing. The Seller Consents and Approvals shall be in form and have terms satisfactory to the Buyer, acting reasonably; (h) the Sellers shall have delivered to the Buyer a certificate to the effect set forth that each of the conditions specified above in Section 6.3(a)7.1(a)-(g) is satisfied in all respects; (i) the final Schedules to Section 3.1 and Article IV of this Agreement shall have been delivered to the Buyer by the Sellers not less than two business days prior to the Closing, and such Schedules shall be satisfactory to the Buyer in its sole discretion; and (j) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Corporation resigning his or her position as an officer or director, as the case may be, other than those whom the Buyer shall have specified in writing at least three business days prior to the Closing. The Buyer may waive any condition specified in this Section 6.3(b7.1 if it executes a notice in writing so stating at or prior to the Closing; provided, however, that upon Closing the Buyer shall be deemed to have waived any condition in this Section 7.1 that has not been satisfied. If any of the conditions specified in Section 7.1 are not complied with (provided such non-compliance did not arise from the acts or omissions of the Buyer) and Section 6.3(c)or waived by the Buyer on or before the Closing Date, signed the Buyer may terminate this Agreement by a duly authorized officer thereofwritten notice to the Sellers.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained set forth in Section Sections 3.2, Section 3.4, Section 3.5(a), Section 3.8(b3.4(a) and Section 3.20 3.17 shall be true and correct in all respects (except, in as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Date, Date or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), date; and (ii) all the other representations and warranties of the Seller Parent contained in Article III shall be true and correct both when made as of the date hereof and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except except, in the case of this clause (ii) only, where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein, other than with respect to (x) the representations and warranties set forth in Section 3.6(b) and (y) the term “Material Contract”) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller Each of the Sellers shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred been any change, event, or occurrence that has had a Material Adverse EffectEffect that is continuing. (d) The Buyer shall have received from a certificate, dated as of the Closing Date and duly executed by an authorized officer of the Seller a certificate to Parent certifying that the effect conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof) have been satisfied.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The except for the representations of the Seller in Sections 3.5, 3.6, 3.20, 3.27 and warranties 3.30, the Fundamental Representations of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date date, (exceptii) the representations and warranties of the Seller contained in Section 3.5 and 3.6 of this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of Section 3.5(a)representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for such failures to be true and correct as are, individually or in the aggregate, de minimis inaccuracies)in effect, (iii) the representations of the Seller in Sections 3.20, 3.27 and 3.30 contained in this Agreement shall be true and correct in all respects, both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except, in each case, where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not be materially adverse to the Transferred Group, taken as a whole, and (iiiv) all other representations and warranties of the Seller contained in Article III this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The . With regard to the covenants in Section 5.18, the Seller shall have performed have, in each case and in all material respects respects, performed all obligations and agreements and complied with all such covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since . With regard to all other covenants under this agreement, the date of Seller shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement, there shall not have occurred a Material Adverse Effect. (d) Agreement to be performed or complied with by it prior to or at the Closing. The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof. (b) The Buyer shall have received an executed counterpart of each of the Ancillary Agreements, signed by each party other than the Buyer or any of its Affiliates. (c) There shall not have occurred any change, event, development, state of fact, occurrence, condition or effect that, individually or in the aggregate with all other changes, events, developments, states of fact, occurrences, conditions or effects, has had or is reasonably likely to have a Material Adverse Effect. The Buyer shall have received from the Seller a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer thereof. (d) The Seller shall have delivered or caused to be delivered to the Buyer a certificate of non-foreign status in compliance with Treasury Regulations Section 1.1445-2(b)(2)(iv)(B). (e) There shall not be pending, or threatened in writing, any Action by any Governmental Authority having authority over the Buyer or the Seller challenging or seeking to restrain or prohibit the acquisition of or payment for Shares pursuant to this Agreement or the consummation of the transactions contemplated hereby.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer: (a) all applicable waiting periods (and any extensions thereof), timing agreements, or similar commitments related to timing under the HSR Act and under any other applicable Antitrust Laws shall have expired or otherwise been terminated, and all applicable approvals, consents, or clearances shall have been obtained; (b) no Order shall be in effect, no Law shall have been enacted, and no Legal Proceeding shall be pending or shall have been threatened, that would reasonably be expected to (i) The prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation of such transaction or (iii) have, individually or in the aggregate, a Company Material Adverse Effect; (c) (i) each of the representations and warranties of the Seller contained in this Agreement that are set forth in any of Section 3.2, Section 3.4, Section 3.5(a2.01(a), Section 3.8(b) and 2.02, Section 3.20 2.04 or that are qualified by reference to materiality or any similar qualification shall be true and correct in all respects (except, in as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Date, or in as though made as of the case Closing; (ii) each of the representations and warranties of the Company in this Agreement that are made as set forth in any of a specified dateSection 3.01, such Section 3.02 (excluding the representations in clause (g) with respect to the Preliminary Closing Date Allocation Schedule), Section 3.03, Section 3.04(a), Section 3.04(b)(i), clause (a) of Section 3.06 and warranties Section 3.25 or that are qualified by reference to materiality, Company Material Adverse Effect or any similar qualification shall be true and correct in all respects as of such specified the date (except, in hereof and as of the case Closing as though made as of Section 3.5(a), for de minimis inaccuracies), the Closing; and (iiiii) all other representations and warranties of the Seller contained and the Company forth in Article III this Agreement (other than the representations and warranties described in the foregoing clauses (i) and (ii)), individually and in the aggregate, shall be true and correct both when made in all material respects as of the date hereof and as of the Closing Date, or in the case of representations and warranties that are as though made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.Closing; (bd) The the Seller and the Company shall have performed or complied in all material respects all obligations and with their agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing.; provided that any agreements or covenants qualified by reference to materiality or any similar qualification shall have been performed or complied with in all respects as of or prior to the Closing; (ce) Since there shall have occurred no Change that, individually or taken together with all other Changes, has had, or would reasonably be expected to have, a Company Material Adverse Effect; (f) the Buyer shall have received evidence, in form and substance reasonably satisfactory to the Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Schedule 7.01(f)(i) and (ii) obtained all other waivers, permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business, it being agreed that the waivers, permits, consents, approvals, authorizations, registrations, filings and notices set forth on Schedule 7.01(f)(ii) are not necessary for the consummation of the transactions contemplated by this Agreement and are not material to the conduct of the Company’s business; (g) the Buyer shall have received evidence, in form and substance reasonably satisfactory to the Buyer, that the agreements and other arrangements between Affiliates of the Company (other than Subsidiaries), on the one hand, and the Company or any Subsidiary, on the other hand, listed on Schedule 7.01(g) shall have been satisfied and discharged in full and otherwise terminated, in each case without any post-Closing Liability to the Company or any Subsidiary; (h) the Buyer shall have received Release Agreements from all holders of SAR Awards, Phantom Share Awards and In-the-Money Company Options other than those holders of SAR Awards who are no longer employees of the Company as of the date of this Agreement, there shall not have occurred a Material Adverse Effect.; (di) The the Buyer shall have received a counterpart of the Escrow Agreement executed by the Escrow Agent and the Seller; (j) the Buyer shall have received a pay-off letter in form and substance reasonably satisfactory to the Buyer duly executed by each Person to whom any Indebtedness listed on Schedule 1.03(a) is (or at the Closing will be) owed by an Acquired Company, which shall include a complete release of the Acquired Companies from any Lien on any asset of the Acquired Companies and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any Lien related thereto; (k) the Buyer shall have received the Certificates evidencing the Shares duly endorsed in blank or with stock powers duly executed by the Seller; (l) the Buyer shall have received evidence that the Company has terminated, if and to the extent requested by Buyer, the Qualified Plan in accordance with Section 6.07; (m) the Buyer shall have received the financial statements, reports and additional information contemplated by Section 6.09; (n) the Buyer shall have received a certificate issued by the Secretary of State, Commonwealth or similar authority in each Acquired Companies’ jurisdiction of organization, dated within 5 days of the Closing Date, as to the good standing of each Acquired Company, if such a certificate is available in such jurisdiction; and (o) at the Closing, Seller will have delivered to Buyer all of the following items and documents (i) the Company Certificate; (ii) the certifications contemplated by Section 6.06; and (iii) a certificate from the Seller Secretary of the Company certifying as to correct and complete copies of (A) each Acquired Company’s Organizational Documents, (B) incumbency and signatures of officers of the Company authorized to sign this Agreement and other documents contemplated hereby to which the Company will be a certificate party, and (C) resolutions of the board of directors of the Company authorizing the execution and delivery of this Agreement, and the taking of any and all actions necessary to consummate the effect set forth in Section 6.3(a), Section 6.3(b) transactions contemplated herein and Section 6.3(c), signed by a duly authorized officer thereoftherein.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are further subject to the fulfillment, as of satisfaction or waiver (by the Closing, of each Buyer) at or prior to the Closing of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and those not so qualified shall be true and correct in all material respects, in each case, as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Dateas though made at the Closing, or in except to the case of extent such representations and warranties that are made as of a specified dateexpressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all material respects on and as of such specified date (exceptearlier date); provided that if as of the Closing, in the case aggregate Warranty Losses the Buyer is reasonably likely to incur as a result of Section 3.5(a), for de minimis inaccuracies), and (ii) all other the failure of any such representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct as of the Closing (as though made at the Closing, except to the extent such representations and warranties expressly relate to an earlier date), after the application of any Escrow Funds or proceeds under the R&W Insurance Policy that would be available to offset such Warranty Losses is (i) less than or equal to $1,000,000, then the condition set forth in this Section 8.2(a) shall be deemed to be satisfied; (ii) greater than $1,000,000 and less than $5,000,000, then the Parties shall negotiate in good faith for a period of 30 days (and, to the extent the Outside Date falls within such 30-day period, the Outside Date shall automatically be extended to coincide with the end of such 30-day period), and upon mutual agreement of the Parties, if any, the condition set forth in this Section 8.2(a) shall be deemed to be satisfied; or (iii) greater than or equal to $5,000,000, then the condition set forth in this Section 8.2(a) shall not have or have been deemed to have been satisfied; provided, for the word “Material” in avoidance of doubt, that Section 10.7(a) shall not apply for purposes of the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”calculation contemplated by this Section 8.2(a), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (b) The Seller shall have performed or complied with, in all material respects respects, all obligations and agreements and complied with all or covenants required by this Agreement to be performed or complied with by it under this Agreement and the other Transaction Documents to which the Seller is a party at or prior to or at the Closing.; (c) Since the date of this AgreementBalance Sheet Date, there shall not have occurred a Material Adverse Effect.; (d) The Buyer shall have received from obtained the Financing on terms substantially similar to those provided for in the Commitment Letter or any Alternate Financing; (e) The Seller a certificate to the effect Required Approvals set forth in on Section 6.3(a)8.2(e) of the Disclosure Schedule shall have been made or obtained; (f) Seller shall have filed or caused to have been filed with the Internal Revenue Service on or before January 31, 2016 an application for a determination letter on the qualified status of the Pulaski Furniture Corporation Pension Plan for Employees; and (g) The deliveries required under Section 6.3(b3.2(f) and Section 6.3(c), signed by a duly authorized officer thereofshall have been made.

Conditions to Obligations of the Buyer. The Subject to Section 5.20, the obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III of this Agreement (in each case, without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifications or exception contained therein) shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except (A) in the case of Seller Fundamental Representations, for de minimis inaccuracies, and (B) in the case of all other representations and warranties of the Seller contained in Article III of this Agreement, where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word words “material”), or ” and “Material Adverse Effect” ”) set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have has not had a Material Adverse Effect; and (ii) the representation and warranty of the Seller contained in Section 3.4 of this Agreement shall be true and correct in all material respects both when made and as of the Closing Date. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with performed all covenants required by this Agreement to be performed or complied with by it prior to or at the ClosingClosing (other than Section 5.1(ii), with respect to which the Seller’s and Seller Parent’s compliance or noncompliance shall not be taken into account for purposes of this Section 7.3(b) or, as it relates to Section 7.3(b), Section 7.3(d)). (c) Since the date of this Agreement, there shall not have occurred been a Material Adverse Effect. (d) Seller shall have executed and delivered to the Buyer a certificate as to the Seller’s compliance with the conditions set forth in Section 7.3(a), Section 7.3(b) and Section 7.3(c). (e) The Buyer shall have received from each of the Seller a certificate items and documents required to be delivered pursuant to Section 2.9. (f) The Buyer shall have received (i) an audited GAAP combined balance sheet and related statements of operations, comprehensive income, net parent investment and cash flows of the Business including the notes thereon for the last full fiscal year ended at least seventy five (75) days prior to the effect set forth Closing Date (which audit shall be in Section 6.3(aaccordance with auditing standards generally accepted in the United States of America), Section 6.3(b(ii) in form satisfying the requirements of AICPA AU-C 930, Interim Financial Information, an unaudited independent auditor reviewed combined balance sheet and Section 6.3(crelated statements of operations, comprehensive income, net parent investment and cash flows of the Business for (w) the six-month period ending June 30, 2017 (if the Closing Date occurs prior to November 13, 2017) or (x) the nine-month period ending September 30, 2017 (if the Closing Date occurs between November 13, 2017 and March 31, 2018) or (y) the three-month period ending Mxxxx 00, 0000 (xx the Closing Date occurs between May 11, 2018 and August 9, 2018) or (z) the six-month period ending June 30, 2018 (if the Closing Date occurs between August 10, 2018 and November 9, 2018) (and the corresponding period(s) of the prior fiscal year), signed by including in each case the notes thereon and (iii) reconciliations of (x) the audited profit and loss statement delivered pursuant to clause (i) to a duly authorized officer thereofprofit and loss statement for the same period that are prepared consistently with the Financial Statements and (y) the applicable interim reviewed profit and loss statement and balance sheet delivered pursuant to clause (ii) to a profit and loss statement and balance sheet for the same period that are prepared consistently with the Financial Statements.

Conditions to Obligations of the Buyer. The obligations obligation -------------------------------------- of the Buyer to consummate effect the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, as of fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) There shall not have occurred since the date of this Agreement and be continuing a Material Adverse Effect; (i) The Seller and the Company shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Seller or the Company on or prior to the Closing Date (except to the extent clause (ii) of this Section 8.2(b) applies to such covenant or agreement) and (ii) Seller shall have performed and complied in all respects with its obligations under Sections 7.4(g) and 7.14 and to deliver the Related Assets at the Closing, except for any immaterial noncompliance with such obligation; (c) Each of the representations and warranties of the Seller contained in Section 3.2this Agreement (other than the representations and warranties set forth in Sections 5.1, Section 3.45.2, Section 3.5(a5.3, 5.10(a), Section 3.8(b5.10(b), 5.10(c), 5.10(d), 5.18, 5.21(b) and 5.28 hereof), which representations and warranties shall be deemed for purposes of this Section 3.20 8.2(c) not to include any qualification or limitation with respect to materiality or immateriality (whether by reference to "Material Adverse Effect," "material," "immaterial," "material respect" or otherwise), shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in except where the case failure of such representations and warranties to be true and correct, in the aggregate, have not had or resulted in and would not be reasonably likely to have or result in a Material Adverse Effect, with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that are any such representation or warranty is made as of a specified date, in which case such representations and warranties shall representation or warranty need only be true and correct as of such specified date date; (except, in d) Each of the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained set forth in Article III Sections 5.1, 5.2, 5.3, 5.10(a), 5.10(b), 5.10(c), 5.10(d), 5.18, 5.21(b) and 5.28 hereof shall be true and correct both when in all respects as of the date of this Agreement and as of the Closing Date (other than with respect to any defects in the deeds, endorsements, assignments and other instruments referred to in Section 5.10(c) (other than the Bill of Sale) that are immaterial in the aggregate), wixx xhe same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or in the case of representations and warranties that are warranty is made as of a specified date, in which case such representations and warranties shall representation or warranty need only be true and correct as of such specified date; (e) The Buyer shall have received a certificate from an authorized officer of the Seller, except where dated the failure Closing Date, to the effect that, to the best of such officer's knowledge, the conditions set forth in Sections 8.2(a), 8.2(b), 8.2(c) and 8.2(d) have been satisfied; (f) All consents and approvals required under Sections 8.1(c) and 8.1(d) of this Agreement shall have been obtained and all such consents and approvals shall not be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect subject to any limitation undertakings, assurances or qualification as to “materiality” (including the word “material”), any other terms or “Material Adverse Effect” set forth therein) conditions which would nothave, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (bg) The Seller Public Service Commission shall have performed in all material respects all obligations and agreements and complied with all covenants required issued a final, nonappealable order approving the transactions contemplated by this Agreement to be performed or complied with by it prior to or at and a tariff restructuring that (A) includes a rate change that is not materially different from the Closing. rate change requested as part of the Tariff Restructuring and (cB) Since does not include Restrictions on the West Virginia Gas Distribution Business (including its tariffs and operations) that are, in the aggregate, materially different from the Restrictions on the West Virginia Gas Distribution Business as of the date of this Agreement, there shall not have occurred a Material Adverse Effect.Agreement (except to the extent any such Restrictions were included in any Written Acceptance presented or otherwise formally advanced by the Buyer); (dh) The Buyer SEC shall have received from the Seller (i) issued a certificate "no-action" letter to the effect set forth in Section 6.3(a)that the staff of the SEC will not recommend any enforcement action against ArcLight Energy Partners Fund II, Section 6.3(bL.P. or any of its Affiliates (other than the Buyer) under Sections 2(a)(7) or 2(a)(8) of the Holding Company Act as a result of its ownership interests or other rights with respect to ownership, management or governance of the Buyer or (ii) issued an order under Sections 2(a)(7) or 2(a)(8) of the Holding Company Act to the effect that neither ArcLight Energy Partners Fund II, L.P. nor any of its Affiliates (other than the Buyer) will be subject to the obligations, duties, and liabilities imposed on a "holding company" or a "subsidiary company" under the Holding Company Act as a result of its ownership interests or other rights with respect to ownership, management or governance of the Buyer, and (iii) issued an order under Sections 9(a)(2) and Section 6.3(c)10 of the Holding Company Act authorizing any holding company of which the Buyer is a subsidiary company under the Holding Company Act, signed by a duly authorized officer thereofand any affiliate of the Buyer under the Holding Company Act, to acquire its direct and/or indirect interests in the Buyer and the Company; and (i) The Note Purchase Amendment shall be in full force and effect.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or the Buyer’s waiver, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller Sellers contained in Article III shall be true and correct both when in all respects as of the date made and as of the Closing Date, or in Date with the case same effect as though made at and as of such date (except those representations and warranties that are made address matters only as of a specified date, such representations and warranties which shall be true and correct in all respects as of such that specified date), except where the failure of such representations and warranties to be so true and correct (except for the word “Material” in the definition of “Material Contract”would not have, without giving effect and would not reasonably be expected to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would nothave, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (it being understood that for purposes of determining the accuracy of such representations, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded). (b) The Seller Sellers shall have duly performed and complied in all material respects all obligations and agreements and complied with all agreements, covenants and conditions required by this Agreement and each of the Other Agreements to be performed or complied with by it prior to or at on the ClosingClosing Date. (c) Since The Buyer shall have received a certificate, dated the date Closing Date and signed by a duly authorized officer of this Agreementeach Seller, there shall not that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) have occurred a Material Adverse Effectbeen satisfied (the “Sellers’ Closing Certificate”). (d) The Buyer shall have received from the Seller a certificate to Sellers each of the effect closing deliveries set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof5.2.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer: (a) the Company shall have obtained at its own expense (iand shall have provided copies thereof to the Buyer) The all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices listed on Schedule 6.1(a), in form and substance reasonably acceptable to the Buyer; (b) the representations and warranties of the Seller contained Sellers, the representations and warranties of the Company set forth in the first and second sentence of Section 3.1, in Section 3.2, 3.2 and in Section 3.4, Section 3.5(a), Section 3.8(b) 3.3 and Section 3.20 any other representations and warranties of the Sellers and the Company set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date date); (exceptc) the Company and the Sellers shall have performed or complied with in all material respects their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) there shall have occurred no change, event, circumstance or development which, individually or taken together with all other changes, events, circumstances or developments, has had, or could reasonably be expected in the case future to have, a Company Material Adverse Effect; (e) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably (i) prevent consummation of Section 3.5(a)the transactions contemplated by this Agreement, for de minimis inaccuracies), and (ii) all other representations and warranties of cause the Seller contained in Article III shall transactions contemplated by this Agreement to be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as rescinded following consummation of such specified date, except where the failure to be so true and correct transactions or (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth thereiniii) would nothave, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.; (bf) The Seller the Company shall have performed procured at its own expense and delivered to the Buyer all of the title insurance commitments, policies and riders and real estate surveys referred to in Sections 5.9 and 5.10; (g) the Company shall have provided to the Buyer the estoppel certificates set forth in Section 5.11, and the same shall have been delivered in compliance with such section; (h) effective not later than the day immediately preceding the Closing Date, the Owned Real Property shall have been transferred in accordance with Section 5.16; (i) the Company shall cause to be fully executed and delivered to the Buyer each of the New Leases (other than the New Lease in the form attached as Exhibit B-4), along with (A) a termination of each existing lease or occupancy agreement affecting the real property subject to such New Lease, if applicable, and (B) a notice or memorandum of each New Lease (in statutory and customary recordable form acceptable to the Buyer) providing constructive record notice of each New Lease; (j) effective not later than the day immediately preceding the Closing Date, the Trash Lady Interests shall have been transferred from the Company, at the Sellers’ sole cost and expense (including all material respects transfer Taxes and filing fees) to the Sellers; (k) the Company shall have delivered to the Buyer Tax good standing certificates for each of the following jurisdictions: Maine and New Hampshire; (l) the Company shall have undertaken, in accordance with all obligations applicable Laws including the Fair Credit Reporting Act and agreements any state analogs, motor vehicle background checks of all of its employees, and shall have advised the Buyer in writing at least 14 days prior to the Closing Date of any employees whose driving records make them ineligible for employment with the Buyer, pursuant to guidelines to be provided by the Buyer to the Company; (m) the Sellers shall have complied with all covenants required applicable state Tax Law statutes requiring notification to a Governmental Entity of the proposed transaction and shall have obtained and delivered to the Buyer such waivers, certificates or other documentation sufficient to relieve the Buyer from any liability under such statutes; (n) in accordance with the terms and conditions of the Credit Agreement, (A) the Buyer shall have satisfied each of the conditions set forth in the First Amendment to Credit Agreement, including Annex 3 thereof, and (B) the Administrative Agent and the requisite Credit Agreement Lenders shall have consented to the consummation of the transactions contemplated by this Agreement to be performed or complied with by it prior to or at the Closing.Agreement; and (co) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from such other certificates and instruments (including certificates of good standing of the Seller a certificate Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, certificates as to the effect set forth incumbency of officers and the adoption of authorizing resolutions) as the Buyer shall reasonably request in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereofconnection with the Closing.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each of the following conditions, any of which may be waived satisfaction (or waiver in writing by the Buyer in its sole discretion) of the following further conditions: (a) (i) The Each of the representations and warranties of the Seller contained made by any Shareholder (except as set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b3.4 (The Shares; Transferred Interests) and Section 3.20 4.2 (Capitalization)) in this Agreement that is qualified by materiality shall be true and correct when made and as of the Closing as if made at and as of the Closing and each such representation and warranty that is not so qualified shall be true and correct in all material respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Dateas if made at and as of the Closing, or in except to the case of extent that such representations and warranties that are made as of a specified refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct as of such specified earlier date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other each of the representations and warranties of the Seller contained set forth in Article III Section 3.4 (The Shares; Transferred Interests) and Section 4.2 (Capitalization) shall be true and correct both in all respects, except for any de minimis inaccuracies, when made and as of the Closing Dateas if made at and as of the Closing, or in except to the case of extent that such representations and warranties that are made as of a specified refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct as of such specified date, except where the failure to be so true and correct earlier date (except for the word “Material” in the definition de minimis inaccuracies as of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”such specific date), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller Each of the Shareholders, Holdco and the Acquired Companies shall have performed in all material respects or complied with all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to or at the Closing; provided, that with respect to obligations and covenants that are qualified by materiality, the Shareholders, Holdco or the Acquired Companies, as applicable, are required to perform such obligations and covenants, as so qualified, in all respects. (c) Since During the period from the date of this AgreementAgreement until the Closing, there no event or events shall not have occurred that, individually or in the aggregate, have had, or could reasonably be expected to have, with or without lapse of time, a Material Adverse Effect. (d) The Buyer shall have received from certificates dated the Seller a certificate Closing Date signed on behalf of each Shareholder, Holdco by an officer of Holdco and the Company by an officer of the Company to the effect that the conditions set forth in Section 6.3(aSections 7.2(a), Section 6.3(b7.2(b) and 7.2(c) have been satisfied. (e) The Shareholders and Holdco shall have executed and delivered (or caused to be executed and delivered) to the Buyer all agreements and other documents required to be executed and delivered to the Buyer pursuant to this Agreement at or prior to the Closing (including assignments of the Transferred Interests endorsed in blank in proper form for transfer, together with an acknowledgement of Xxxxxx’s withdrawal as the sole member of the Company and all other certificates, documents and instruments required to be delivered to the Buyer at the Closing pursuant to Section 6.3(c2.3(b), signed by a duly authorized officer thereof).

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of satisfaction (or waiver by the Closing, of each Buyer) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The the representations and warranties of the Seller contained set forth in ARTICLE II (other than the representations and warranties set forth in Sections 2.1, 2.2 and 2.10) shall be true and correct as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date, except (i) for changes permitted by Section 3.24.2, Section 3.4(ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, Section 3.5(a), Section 3.8(bsubject to clause (iii) below) and Section 3.20 (iii) where the failure of such representations and warranties to be true and correct would not reasonably be expected to result, in the aggregate, in a Business Material Adverse Effect (it being agreed that any materiality or Business Material Adverse Effect qualification in a representation and warranty shall be disregarded in determining whether any such failure would reasonably be expected to result in a Business Material Adverse Effect for purposes of this clause (iii)); (b) the representations and warranties of the Seller set forth in Sections 2.1, 2.2 and 2.10 shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when this Agreement and as of the Closing Date as if made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation changes contemplated or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.permitted by this Agreement; (bc) The the Seller shall have performed or complied in all material respects all obligations and with the agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing.; (cd) Since the Buyer shall have received the Seller Certificate; (e) the Buyer shall have received from Pruco an executed copy of the Pruco Contract; (f) since the date of this the Agreement, there shall not have occurred a any Business Material Adverse Effect.; (dg) The the Buyer shall have received from the Seller a certificate to Required Financial Statements and the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.Specified Quarterly Financial Statements;

Conditions to Obligations of the Buyer. The obligations -------------------------------------- of the Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall this Agreement or any Ancillary Agreement or any certificate required to be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III delivered pursuant hereto shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect effect, except in Section 3.6(a)(ii), to any limitation or qualification as to “"materiality” " (including the word “"material”"), or “"Material Adverse Effect” " or "Material Adverse Change" set forth therein) has not had, or would notnot reasonably be expected to have, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller shall have performed in all material respects all obligations and agreements and complied complied, in each case in all material respects, with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller and the Company contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(bthis Agreement (other than the Fundamental Representations) and Section 3.20 qualified by “Seller Material Adverse Effect” or “Material Adverse Effect” shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing DateDate as though made at and as of such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and date; (ii) all other the representations and warranties of the Seller and the Company contained in Article III this Agreement (other than the Fundamental Representations) not so qualified by “Seller Material Adverse Effect” or “Material Adverse Effect” shall be true and correct in all respects (without regard to “materiality” or “material” qualifiers contained therein) both when made and as of the Closing DateDate as though made at and as of such date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects (without regard to “materiality” or “material” qualifiers contained therein) as of such specified date, except where the failure to be so true and correct (except for the word “Material” in all respects would not, individually or in the definition aggregate, reasonably be expected to have, with respect to the representations and warranties of “the Seller, a Seller Material Contract”Adverse Effect, without giving effect or, with respect to any limitation or qualification as to the representations and warranties of the Company, a Material Adverse Effect; (iii) the Fundamental Representations qualified by “materiality” (including the word “material”), “Seller Material Adverse Effect” or “Material Adverse Effect” set forth therein) would notshall be true and correct in all respects both when made and as of the Closing Date as though made at and as of such date, individually or in the aggregatecase of such Fundamental Representations that are made as of a specified date, have or reasonably such representations and warranties shall be expected to have a true and correct in all respects as of such specified date, and (iv) the Fundamental Representations not so qualified by “materiality” (including the word “material”), “Seller Material Adverse Effect” or “Material Adverse Effect” shall be true and correct in all respects both when made and as of the Closing Date as though made at and as of such date, or in the case of Fundamental Representations that are made as of a specified date, such representations and warranties shall be true and correct in all respects as of such specified date, except for inaccuracies which, taken as a whole, are de minimis. (b) The Each of the Seller and the Company shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the ClosingClosing in all material respects. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from each of the Seller and the Company a certificate to the effect set forth in Section 6.3(aSections 7.3(a), Section 6.3(b7.3(b) and Section 6.3(c7.3(c), signed by a duly authorized officer thereof. (e) The Company’s independent auditors shall not have proposed and, to the Knowledge of the Company, are not in the process of proposing any material adjustments to the Unaudited 2014 Financial Statements that would be required, either individually or in aggregate, for such auditors to deliver an unqualified report with respect to the Unaudited 2014 Financial Statements together with the notes to such financial statements (other than a Going Concern Qualification). (f) The Buyer shall have received from the Company a certificate, dated as of the Closing Date and signed on behalf of the Company by the Chief Financial Officer of the Company, stating that the condition set forth in Section 7.3(e) has been satisfied. (g) The Buyer shall have received from the Seller the Unaudited 2014 Financial Statements as described in Section 5.3(c). (h) The Company shall have delivered to the Buyer fully executed copies of the Payoff Letters and shall have made arrangements reasonably satisfactory to the Buyer for the agents of the applicable holders of Indebtedness to be paid off at Closing pursuant to Section 2.2(b) to deliver releases of all related Encumbrances to the Buyer substantially concurrently with the Closing. (i) The Seller shall have delivered to the Buyer fully executed copies of the Termination Agreements. (i) The aggregate amount of Transaction Expenses incurred, or reasonably expected to be incurred post-closing, since the Transaction Expense Measurement Date (or incurred prior to the Transaction Expense Measurement Date but not paid as of the Transaction Expense Measurement Date) shall not exceed the aggregate amount of Transaction Expenses set forth on Section 7.3(j) of the Disclosure Schedules, (ii) none of the Seller, the Company or any of its Subsidiaries shall have incurred any Transaction Expenses other than with respect to those payees set forth on Section 7.3(j) of the Disclosure Schedules (other than with respect to payees to be included in the “Foreign and Special Counsel” and “Miscellaneous” categories of such schedule), and (iii) the Buyer shall have received evidence reasonably satisfactory to the Buyer that neither the Company nor any of its Subsidiaries has paid or is liable for any Seller Expenses except as otherwise provided on Section 7.3(j) of the Disclosure Schedules.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties Fundamental Representations of the Seller and the Company (other than the representations contained in Section 3.2, Section 3.4, Section 3.5(a4.16 (Taxes), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all the other representations and warranties of the Seller contained in Article ARTICLE III and of the Seller and the Company contained in ARTICLE IV(including the representations contained in Section 4.16 (Taxes)), respectively, shall be true and correct both when made as of the date of this Agreement and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller and the Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a7.3(a), Section 6.3(b7.3(b) and Section 6.3(c7.3(c), signed by a duly authorized officer thereof. (e) The Buyer shall have received an executed counterpart of the Transition Services Agreement, signed by each party other than the Buyer or any of the Buyer’s Affiliates. (f) All of the Required Consents shall have been obtained. (g) The Buyer shall have received an executed counterpart of the Employee Agreement, signed by each party other than the Buyer or any of the Buyer’s Affiliates.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillmentsatisfaction or, as of to the Closingextent permitted by applicable Law, of each waiver at or prior to the Closing of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Selling Entities shall have performed and complied in all material respects with the covenants contained in this Agreement which are required to be performed and complied with by the Selling Entities on or prior to the Closing Date; (b) (i) The the representations and warranties of the Selling Entities set forth in Article V (other than the Seller contained in Fundamental Representations and Section 3.2, Section 3.4, Section 3.5(a5.7(a) (Absence of Certain Developments)), Section 3.8(b) and Section 3.20 shall be true and correct disregarding for these purposes any exception in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties relating to materiality or a Material Adverse Effect, shall be true and correct as of such specified the date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made this Agreement and as of the Closing Date, or in Date as though made at and as of the case of Closing Date (except for those representations and warranties that are made which address matters only as of a specified date, an earlier date in which case such representations and warranties representation or warranty shall be have been true and correct as of such specified earlier date), except where the failure for such failures to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. , (bii) The the representations and warranties set forth in Section 5.1 (Organization, Standing and Corporate Power), Section 5.2 (Authority; Execution and Delivery; Enforceability) and Section 5.13 (Brokers) (collectively, the “Seller Fundamental Representations”), disregarding for these purposes any exception in such representations and warranties relating to materiality or a Material Adverse Effect, shall have performed be true and correct in all material respects all obligations and agreements and complied with all covenants required by as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date in which case such representation or warranty shall have been true and correct as of such earlier date), and (iii) the representations and warranties set forth in Section 5.7(a) (Absence of Certain Developments) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date; (c) the Buyer shall have received a certificate from an officer of the Seller to the effect that, to such officer’s knowledge, the conditions set forth in Section 8.2(a) and (b) have been satisfied; (d) the Buyer shall have received the other items to be performed or complied with by delivered to it prior pursuant to or at the ClosingSection 4.2. (ce) Since the date of this Agreement, there the Purchased Assets, taken as a whole, shall not have occurred been subject to a Material Adverse Effect. (d) The Casualty Loss that would result in a Casualty Cost in an amount in excess of $195,000.00. For the avoidance of doubt, ordinary wear and tear shall not constitute any Casualty Loss. Any condition specified in this Section 8.2 may be waived by the Buyer; provided, however, that no such waiver shall be effective against the Buyer shall have received from the Seller a certificate to the effect unless it is set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed a writing executed by a duly authorized officer thereofthe Buyer.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment, as of satisfaction on or prior to the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The the representations and warranties set forth in Section 3.1 and Section 3.2 which are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Seller contained Closing Date and the representations and warranties set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 3.1 and Section 3.20 3.2 which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made at and as of the Closing Date, or in the case of Date (except for representations and warranties that are made as speak of a specified date, such representations and warranties specific date or time other than the Closing Date which shall be true and correct as of such specified date to the extent set forth above); (exceptb) the Company and the Seller shall have performed and complied in all material respects with all of their respective covenants hereunder through the Closing Date; (c) there shall not have occurred from December 31, in 2010 to the case Closing Date any event or development that has had or is reasonably expected to have a Material Adverse Effect; (d) any PUC listed on Section 2.5(a)(ix) of Section 3.5(a)the Disclosure Schedule shall have approved the transactions contemplated hereby, for de minimis inaccuracies)if required by applicable Law, by Final Order; provided, however, that (i) if both the Buyer and the Seller waive the condition of such PUC approval by Final Order, the Parties shall consider the PUC approval without Final Order sufficient to proceed to the Closing according to the other terms of this Agreement and (ii) all other representations and warranties of the Seller contained in Article III no Final Order shall be true and correct both when made and as of the Closing Date, impose terms or in the case of representations and warranties conditions that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.Effect (after giving effect to the purchase of the Stock by the Buyer); and (be) The the Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement delivered, or caused to be performed or complied delivered, all items required to be delivered in accordance with by it prior to or at the ClosingSection 2.5(a). (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2this Agreement (without giving effect to any limitation or qualification based on materiality, Section 3.4, Section 3.5(a), Section 3.8(bincluding the terms “material” or “Material Adverse Effect”) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made on and as of the Closing Date, or in as though made on and as of the case of Closing Date (except for such representations and warranties that are made as of a specified date, such representations and warranties date which shall be true and correct as of such specified date (except, in the case of Section 3.5(adate), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure facts, circumstances, changes or events that cause any such representation or warranty not to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it in all material respects prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to the effect set forth in the preceding sentences, signed on Seller’s behalf by a knowledgeable officer or manager thereof. (b) The LFA Approvals with respect to Franchises that represent, in aggregate, not less than 90% of the EBUs of the Systems, (i) shall have been received, or (ii) shall be deemed to have been received in accordance with Section 6.3(a617 of the Communications Act (47 U.S.C. Section 537), or (iii) shall not be required by applicable Law (including those areas where the Systems are operated without a Franchise) or under any applicable Franchise; provided, however, if less than 100% of the LFA Approvals have been obtained, all applicable waiting periods (including extensions) shall have expired with respect to the FCC Forms 394 filed in connection with requests for such LFA Approvals that have not been obtained. (c) There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect. (d) All Required Consents identified on Section 6.3(b6.3(d) of the Disclosure Schedules shall have been obtained. (e) Buyer shall have entered into Retransmission Consent Agreements with each television broadcast station serving an area covered by the Systems and carried by the Systems that has elected “retransmission consent” status under the Cable Act on commercially reasonable terms and conditions based on industry experience for similar-sized cable operators. (f) The Buyer shall have received any Additional Unaudited Financial Statements and other financial statements required to have been delivered or provided to the Buyer pursuant to Section 6.3(c), signed by a duly authorized officer thereof5.14. (g) The actions required to be taken pursuant to clause (iii) of Section 5.1(a) shall have been effective for not less than three (3) months.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, as of satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any of which such conditions may be waived in writing by the Buyer in its sole discretionwriting: (a) (i) The All representations and warranties of the Seller Company and the Sellers contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall this Agreement will be true and correct in all material respects (exceptif not qualified by materiality including, without limitation, Material Adverse Effect) or in the case of Section 3.5(a)all respects (if qualified by materiality including, for de minimis inaccuracieswithout limitation, Material Adverse Effect) both when made at and as of the Closing Date, or in with the case of representations and warranties that are made same effect as of a specified date, though such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when were made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectClosing. (b) The Seller shall Company and the Sellers will have performed and complied in all material respects with all obligations the covenants and agreements and complied with all covenants required by this Agreement to be performed or complied with by it them at or prior to or at the Closing, including, without limitation, the delivery of all items required to be delivered by them pursuant to Sections 1.5 (b), (e), (f), (m), (n), (o), (p), (r), (s), (t), (u), and (x). (c) Since All contractual and governmental consents, notices, approvals, orders or authorizations listed on Schedule 5.1(c) will have been obtained or given, as applicable. Without limiting the date generality of this Agreementthe foregoing, there shall not all filings pursuant to the HSR Act will have occurred a Material Adverse Effectbeen made by the Buyer, the Sellers and their respective Affiliates and the required waiting period under the HSR Act will have expired or been terminated. (d) The Buyer shall As of the Closing Date, there will be no pending action or proceeding before any court of competent jurisdiction or other Governmental Body by any Person seeking to enjoin or prohibit any material aspect of the operation of the Business or the consummation of the transactions contemplated by this Agreement and no such action or proceeding seeking to enjoin or prohibit the consummation of the transactions contemplated by this Agreement will have received from the Seller a certificate to the effect set forth been threatened in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereofwriting.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, as of satisfaction or waiver (if permitted by applicable law) at or prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained Xxxxxx Entities set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except for any representation or warranty of the Xxxxxx Entities under Section 3.24.5 of this Agreement, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 which shall be true and correct in all respects (except, in as of the case of Section 3.5(a), for de minimis inaccuracies) both when Closing Dates as though made on and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller Each of the agreements and covenants of the Xxxxxx Entities to be performed and complied with by the Xxxxxx Entities pursuant to this Agreement prior to the Closing Date shall have been duly performed and complied with in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closingrespects. (c) Since The Xxxxxx Entities shall have delivered to the date Buyer the items required by Section 3.2 of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer Sale Order shall have received from been entered by the Seller Bankruptcy Court, the Sale Order shall not have been reversed, vacated, stayed, restrained or enjoined and the Sale Order shall be a certificate to the effect set forth in Section 6.3(a), Section 6.3(bFinal Order. (e) and Section 6.3(c), signed There shall have been no Order or other action by a duly authorized officer thereofgovernment authority which in any way modifies, amends, or alters the terms of Section 6.3 hereof. (f) None of the parties hereto shall be subject to any Order of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have obtained at its own expense (iand shall have provided copies thereof to the Buyer) The all of those waivers, permits, consents, approvals or other authorizations which are also specifically listed on Schedule 5.2(a) as being Closing deliveries, and effected all of the registrations, filings and notices referred to in Section 4.2 which are required on the part of the Seller; (b) the representations and warranties of the Seller contained set forth in the first sentence of Section 2.1 and in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 2.3 and Section 3.20 any representations and warranties of the Seller set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except (i) to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date subject to clauses (except, in the case of Section 3.5(aii) and (iii)), (ii) for de minimis inaccuracies)changes contemplated by this Agreement, and (iiiii) where, even if all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall were to be true construed as if the term “material” were omitted from such representations and correct as of such specified datewarranties, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “would not have a Seller Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (bc) The the Seller shall have performed or complied in all material respects all obligations and with its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.; (d) The no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would affect adversely the right of the Buyer to own, operate or control any of the Acquired Assets, or to conduct the business of the Seller as currently conducted, following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Seller shall have delivered to the Buyer the Seller Certificate; (f) the Seller shall have delivered to the Buyer, as of a date not more than three days prior to the Closing Date, an updated schedule of Seller’s Accounts Receivable and accounts payable; (g) the Seller shall have delivered to the Buyer documents evidencing the release or termination of all Security Interests on the Acquired Assets other than Security Interests granted in connection with the Working Capital Facility, and copies of filed UCC termination statements with respect to all UCC financing statements evidencing such Security Interests; (h) the Seller and the Buyer shall have entered into an agreement in regard to the Excluded Patents and Patent-Related Assets substantially in the forms attached hereto as Exhibit E; (i) the Buyer shall have received from counsel to the Seller a certificate an opinion in substantially the form attached hereto as Exhibit F, addressed to the effect set forth Buyer and dated as of the Closing Date; (j) those employment contracts, substantially in Section 6.3(a)the form of Exhibit G, Section 6.3(bheretofore entered into by the Buyer and those key employees of the Seller whose names are listed on Schedule 5.2(j) attached hereto, shall remain in full force and Section 6.3(c)effect; (k) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Seller and the Subsidiaries in their jurisdiction of organization and the various foreign jurisdictions in which they are qualified, signed by a duly authorized officer thereofcertified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; and (l) the Buyer shall have closed upon the financing described in the term sheet heretofore delivered to the Seller in amounts no less than the amounts described therein and on terms no less favorable to the Buyer than the terms described therein.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Fundamental Representations shall be true and correct in all respects (except, in the case of Section 3.5(a), except for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies)date, and (ii) all other representations and warranties of the Seller Sellers and the Company contained in Article III and Article IV shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller Sellers and the Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement (subject to Section 6.19(d)) to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred and be continuing a Material Adverse Effect; provided, that if the third Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties in this Article VIII (other than such conditions that may, by their nature, only be satisfied at the Closing or on the Closing Date) would be during a Quarter End Blackout Period or prior to the Inside Date, this Section 8.3(c) shall be deemed satisfied from the date of the third Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties in this Article VIII (other than such conditions that may, by their nature, only be satisfied at the Closing or on the Closing Date) until such time as the Closing actually occurs pursuant to Section 2.7. (d) The Buyer shall have received from the US Seller a certificate to the effect set forth in Section 6.3(aSections 8.3(a), Section 6.3(b8.3(b) and Section 6.3(c8.3(c), signed by a duly authorized officer thereof. (e) The Buyer shall have received from the Sellers a validly executed IRS Form W-9. (f) The Buyer shall have received an executed counterpart of each of the Ancillary Agreements to which the Sellers, the Company or their respective Affiliates are a party, signed by each party other than the Buyer or any of the Buyer’s Affiliates. (g) The Buyer shall have received from the US Seller the properly completed and executed IRS form 8832 described in Section 6.9(q). (h) The fulfillment or satisfaction of the matters set forth on Schedule 8.3(h).

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, as of satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained Company and the Sellers set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall this Agreement will be true and correct in all respects (exceptprovided that any representation or warranty of the Company or the Sellers contained herein that is subject to a materiality, in Material Adverse Effect or similar qualification will not be so qualified for purposes of determining the case existence of Section 3.5(a), for de minimis inaccuraciesany breach thereof or inaccuracy therein on the part of the Company or the Sellers) both when as of the Closing Date as though made on and as of the Closing Date, or in Date (except to the case of representations and warranties that are made as of a specified date, extent such representations and warranties shall be true and correct speak as of such specified date (except, in the case of Section 3.5(aan earlier date), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation such breaches or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) inaccuracies that would not, individually or in the aggregateaggregate with any other breaches or inaccuracies on the part of the Company or the Sellers, have or reasonably be expected to have a Material Adverse Effect.; (b) The Seller shall Each of the agreements and covenants of the Company and the Sellers to be performed and complied with by the Company or the Sellers pursuant to this Agreement prior to or as of the Closing Date will have been duly performed and complied with in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.respects; (c) Since the date of this Agreement, there shall not have occurred a any Material Adverse Effect.; and (d) The Buyer shall Sellers will have received from the Seller a certificate delivered to the effect set forth in Buyer the items required by Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof3.2 of this Agreement.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each of the following conditions, any of which may be waived satisfaction (or waiver in writing by the Buyer in its sole discretion) of the following further conditions: (a) (i) The Each of the representations and warranties made by the Shareholders in this Agreement that is qualified by materiality shall be true and correct when made and as of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) Closing as if made at and Section 3.20 as of the Closing and each such representation and warranty that is not so qualified shall be true and correct in all material respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Dateas if made at and as of the Closing, or in except to the case of extent that such representations and warranties that are made as of a specified refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified earlier date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller Shareholders and the Company shall have performed or complied in all material respects with all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to or at the Closing. (c) Since the date of this Agreement, there shall not No event should have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect. (d) The Buyer shall have received from certificates dated the Seller Closing Date signed by (i) a certificate duly authorized representative of each of Min Juang and Xxxxxxxx Xxx (in each case, on behalf of such Shareholder individually and not in a representative capacity on behalf of all the Shareholders or any group thereof or any Acquired Company) to the effect that the conditions set forth in Section 6.3(a), Section 6.3(bSections 6.2(a) and 6.2(b) (only with respect to obligations and covenants of such Shareholder) have been satisfied, and (ii) an officer of the Company to the effect that conditions set forth in Sections 6.2(b) (only with respect to obligations and covenants of the Company) and 6.2(c) have been satisfied. (e) The consents, approvals and copies of the notices (if any) listed on Section 6.3(c6.2(e) of the Shareholders’ Disclosure Schedule shall have been obtained or provided in form and substance reasonably satisfactory to the Buyer and each such consent, approval or notice (i) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (ii) shall be in full force and effect. (f) The Shareholders and the Company shall have executed and delivered (or caused to be executed and delivered) to the Buyer all agreements and other documents required to be executed and delivered to the Buyer pursuant to this Agreement at or prior to the Closing (including share certificates for the Shares and all other certificates, documents and instruments required to be delivered to the Buyer at the Closing pursuant to Section 2.3(b), signed by a duly authorized officer thereof).

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement and the other Transaction Documents shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: : (aa)(i) (i) The representations and warranties other than the Fundamental Representations of the Seller contained in Section 3.2Seller, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III and Article IV, respectively, shall be true and correct both when made as of the date hereof and as of the Closing Date (as if such representations and warranties had been delivered as of the Closing Date), or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. , and (ii) the Fundamental Representations of the Seller shall be true and correct in all respects as of the date hereof and as of the Closing Date (as if such representations and warranties had been delivered as of the Closing Date), or in the case of Fundamental Representations of the Seller that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, (b) The (i) other than with respect to Section 6.12, the Seller and the Company shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. , and (ii) with respect to Section 6.12 and Section 6.14, Seller and the Company shall have performed and complied in all respects with all obligations and agreements set forth therein, (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to certificate, dated as of the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)Closing Date, signed by a duly authorized officer thereofof the Seller, stating that the conditions specified in Sections 8.3(a) and 8.3(b) have been satisfied, (d) the Buyer shall have received from the Seller the Lender Release and such other duly executed releases and UCC termination statements (including release of mortgages and other liens as necessary in recordable form), to release the Company from all liability, and the BKEP Assets from any mortgage or other liens, related thereto, and (e) at least four of the Key Employees shall have accepted the Key Employee Offers from the Buyer (or one of its Affiliates, including EESI).

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of the Buyer, to the fulfillment, as of the Closing, of each satisfaction or waiver of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) As of the Closing Date, no suit, action or other proceeding (iexcluding any such matter initiated by or on behalf of the Buyer) shall be pending or threatened before any Governmental Authority seeking to restrain the Buyer or prohibit the Closing or seeking Damages against the Buyer or the Company or its Properties as a result of the consummation of this Agreement. (b) The Buyer and its Affiliates shall have obtained, in Buyer’s sole discretion, satisfactory financing for Buyer to complete the transactions contemplated by this Agreement. (c) The Seller shall have entered into a lock-up agreement establishing a restricted transfer period of six (6) months on the Payment Shares. (d) The promissory note(s) mentioned in the Company’s annual accounts for 2013 for the Company shall have been settled and there are no other loans outstanding of the Company. (e) The stock options mentioned in the annual accounts for 2013 shall have been settled. (f) The Buyer, at its sole discretion, shall be satisfied with the results and completion of due diligence. (g) The Seller shall have effectuated the Share Acquisitions. (h) All representations and warranties of the Company and the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement shall be true and correct in all material respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies)Closing, and (ii) all other representations the Company and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed and satisfied in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed and satisfied by them at or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of satisfaction (or waiver by the Closing, of each Buyer) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have obtained (or caused to be obtained): (i) The all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices (the "Consents"), which are listed on Schedule 5.1(a)(i) hereto; and (ii) all other Consents which are necessary in order to consummate the transactions contemplated by this Agreement, except for those Consents which if not obtained or effected, and after giving effect to Section 1.5, would not in the aggregate reasonably be expected to have a TSB Material Adverse Effect (it being understood and agreed that the failure to obtain or effect the Consents listed on Schedule 5.1(a)(ii) hereto will not reasonably be expected to result in a TSB Material Adverse Effect); except, in either case, for Novations contemplated or required by Section 1.6; (b) the representations and warranties of the Seller contained set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Article II shall be true and correct in all respects (except, in at and as of the case of Section 3.5(a), for de minimis inaccuracies) both when Closing Date as if made and as of the Closing Date, except (i) for changes contemplated or in the case of permitted by this Agreement, (ii) for those representations and warranties that are made address matters only as of a specified date, such representations and warranties particular date (which shall be true and correct as of such specified date date, subject to clause (except, in the case of Section 3.5(aiii), for de minimis inaccuracies), and (iiiii) all other where the failure of the representations and warranties of in the Seller contained in Article III shall aggregate to be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a TSB Material Adverse Effect.Effect (it being agreed that this clause (iii) shall be inapplicable to any portion of a representation and warranty which already contains a TSB Material Adverse Effect qualification); (bc) The the Seller shall have performed or complied in all material respects all obligations and with the agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.; (d) The the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified in clauses (a) through (c) of this Section 5.1 is satisfied in all respects; (e) no action, suit or proceeding shall be pending by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction would reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Buyer shall have received all of the items required to be delivered to it pursuant to Section 1.3(b); (g) the Buyer shall have received from Terrxxxx X. Xxxxxxx, Xxq., General Counsel of the Seller Seller, a certificate legal opinion with respect to the effect matters set forth in Exhibit E attached hereto, addressed to the Buyer and dated as of the Closing Date; and (h) the Buyer shall not have reasonable grounds to believe that the applicable Government Entity or Entities will not approve the transfer of the Permits identified in paragraphs (a) through (e) of Item 1 of Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof2.19 of the Disclosure Schedule to the Buyer following the Closing.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller and the Company set forth in this Agreement, other than the representations and warranties contained in Sections 3.1 and 4.1 relating to organization and existence, Sections 3.2 and 4.2 relating to authority, Section 3.4 relating to the Equity Interests, Section 4.4 relating to capitalization, Section 4.5 relating to Subsidiaries, and Sections 3.5 and 4.20 relating to broker’s fees and finder’s fees (Sections 3.1, 3.2, Section 3.4, Section 3.5(a)3.5, Section 3.8(b) 4.1, 4.2, 4.4, 4.5 and Section 3.20 4.20 are collectively referred to as the “Core Representations”, shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are Date as though made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material” and “in all material respects”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect with respect to the Seller or the Company, (ii) the Core Representations (other than those in Sections 3.2, 3.4, 4.2, 4.4, 4.5(a) and 4.5(b)(last sentence)) shall be true and correct in all material respects both when made and as of the Closing Date as though made at and as of the Closing Date and (iii) the representations and warranties contained in Sections 3.2, 3.4, 4.2, 4.4, 4.5(a) and 4.5(b)(last sentence) shall be true and correct both when made and as of the Closing Date as though made at and as of the Closing Date (without giving effect to any limitation or qualification as to “materiality” (including the word “material” and “in all material respects”) or “Material Adverse Effect” set forth therein). (b) The Seller and the Company shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions in all material respects required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its their sole discretion: (a) (i) The representations and warranties of the Seller Sellers contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller Sellers shall have performed have, in all material respects respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it them prior to or at the Closing; provided, that the Sellers’ performance of Competing Bid Obligations shall be disregarded for the purpose of determining whether this condition has been satisfied. (b) The Buyer shall have received an executed counterpart of each document listed in Section 2.9(b), signed by each party other than the Buyer (to the extent applicable). (c) Since The Bankruptcy Court shall have approved and authorized the date assumption and assignment of this the Transferred Contracts and the Sellers shall have paid or otherwise satisfied the Cure Claims expressly required to be paid or otherwise satisfied by the Sellers pursuant to Section 2.6. (d) No “Event of Default” (as such term is defined in the DIP Credit Agreement) shall have occurred and be continuing as of the Closing Date. (e) Net Product Working Capital shall not be less than an amount equal to the Applicable Net Product Working Capital Forecast Amount less $8,000,000 (eight million dollars). By way of illustration, there a Net Product Working Capital of -$100 shall be less than a Net Product Working Capital of -$90. (f) There shall not have occurred and be continuing any changes, effects or circumstances constituting, or which would reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect. (dg) The Buyer Sellers shall have received from paid the Seller a certificate Excess Cash Amount to the effect set forth DIP Secured Parties. (h) All amounts owed to Nalproprion under the Transition Services Agreement shall have been paid. (i) The Sellers shall have delivered a budget estimating the funds necessary to (i) pay all professional and administrative fees accrued and unpaid owing by any of the Sellers as of the Closing Date (excluding, for the avoidance of doubt, any accrued professional and administrative fees paid in Section 6.3(a), Section 6.3(bcash on the Closing Date) and Section 6.3(c(ii) to wind-down the Sellers’ estates which budget shall be in form and substance reasonably satisfactory to the Buyer and the DIP Lenders (as such budget may be amended, supplemented or otherwise modified from time to time after the Closing with the consent of the DIP Lenders in their sole discretion, the “Wind-Down Budget”) (it being understood that, subject to any consent required of the DIP Lenders, the Wind-Down Budget shall be deemed to constitute an Approved Budget as defined in and for purposes of the DIP Credit Agreement), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each of the following conditions, any of which may be waived satisfaction (or waiver in writing by the Buyer in its sole discretion) of the following further conditions: (a) The aggregate number of the Shares to be purchased upon the Closing pursuant to the terms of this Agreement shall be no less than 5,000,000. (ib) The Each of the representations and warranties made by the Shareholders in this Agreement that is qualified by materiality shall be true and correct when made and as of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) Closing as if made at and Section 3.20 as of the Closing and each such representation and warranty that is not so qualified shall be true and correct in all material respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Dateas if made at and as of the Closing, or in except to the case of extent that such representations and warranties that are made as of a specified refer specifically to an earlier date, in which case such representations and warranties shall be have been true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified earlier date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (bc) The Seller Shareholders and the Company shall have performed or complied in all material respects with all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to or at the Closing. (cd) Since the date of this Agreement, there shall not No event should have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect. (de) The Buyer shall have received from certificates dated the Seller Closing Date signed by (i) a certificate duly authorized representative of each of AOI Electronics Co., Ltd., Crown Crystal Investments Limited and Nokia Venture Partners II L.P. (in each case, on behalf of such Shareholder individually and not in a representative capacity on behalf of all the Shareholders or any group thereof or any Acquired Company) to the effect that the conditions set forth in Section 6.3(a), Section 6.3(bSections 6.2(b) and 6.2(c) (only with respect to obligations and covenants of such Shareholder) have been satisfied, and (ii) an officer of the Company to the effect that conditions set forth in Sections 6.2(c) (only with respect to obligations and covenants of the Company) and 6.2(d) have been satisfied. (f) The consents, approvals and copies of the notices (if any) listed on Section 6.3(c6.2(f) of the Shareholders’ Disclosure Schedule shall have been obtained or provided in form and substance reasonably satisfactory to the Buyer and each such consent, approval or notice (i) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (ii) shall be in full force and effect. (g) The Shareholders and the Company shall have executed and delivered (or caused to be executed and delivered) to the Buyer all agreements and other documents required to be executed and delivered to the Buyer pursuant to this Agreement at or prior to the Closing (including share certificates for the Shares and all other certificates, documents and instruments required to be delivered to the Buyer at the Closing pursuant to Section 2.3(b), signed by a duly authorized officer thereof).

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Fundamental Representations shall be true and correct in all respects (exceptrespects, in the case of Section 3.5(a), except for de minimis inaccuracies) exceptions, both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies)date, and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there a Material Adverse Effect shall not have occurred a Material Adverse Effectand be continuing. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof. (e) The Seller shall have delivered or caused to be delivered to the Buyer a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code. (f) The Seller shall have delivered (i) payoff letters relating to all Indebtedness of the Company set forth on Schedule 3.5 and (ii) releases from third parties of any and all Encumbrances other than the Permitted Encumbrances relating to such Indebtedness, all on terms satisfactory to the Buyer. (g) The Seller shall have delivered a release agreement pursuant to which the Seller and its Affiliates have released any and all claims against the Company, in a form reasonably acceptable to the Buyer.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions purchase of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment, as of fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations There shall not have occurred and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have continuing a Material Adverse Effect.; (b) The Seller shall have performed and complied with in all material respects all obligations the covenants and agreements contained in this Agreement that are required to be performed and complied with all covenants required by the Seller on or prior to the Closing Date, and the representations and warranties of the Seller set forth in this Agreement to shall be performed or complied with by it prior to or true and correct as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing.Closing Date; (c) Since There shall be no Encumbrances on the date Purchased Assets by virtue of this Agreement, there shall not have occurred a Material Adverse Effect.the Indenture; (d) The Buyer shall have received certificates from authorized officers of the Seller a certificate Seller, dated the Closing Date, to the effect that, to the best of such officers' knowledge, the conditions set forth in Section 6.3(aSections 8.2(a), Section 6.3(b(b) and Section 6.3(c)(c) have been satisfied; (e) The Buyer shall have received an opinion of the general counsel of the Seller, signed by dated the Closing Date and satisfactory in form and substance to the Buyer and its counsel, substantially to the effect that: (1) The Seller is a corporation duly authorized officer thereof.organized, existing and in good standing under the laws of New York and the Seller has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver by the Buyer of the following conditions: (a) the sale of the Acquired Assets by the Sellers to the Buyer as contemplated by this Agreement shall be subject have been approved by the Bankruptcy Court pursuant to the fulfillmentApproval Order, as which shall be in full force and effect, and not stayed, modified, vacated, amended or revoked; (b) the assumption and assignment by the Sellers of the Closing, of each Assigned Contracts and Leases to the Buyer shall have been authorized and approved by an order of the following conditions, any of Bankruptcy Court which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 order shall be true in full force and correct in all respects (excepteffect without any modification or amendment, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date; (c) the Sellers shall have provided the Buyer with any and all modifications to the Schedules to the Purchase Agreement in accordance with this Agreement; (d) the Sellers shall have entered into the Escrow Agreement; (e) between October 19, or in the case of representations 2000 and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, no force majeure or similar catastrophic event shall have occurred with respect to the Acquired Assets; (f) the Sellers shall have entered into and delivered to the Buyer, the Lock-Up Agreement; and (g) Each of the Sellers shall have executed and delivered to the Buyer an Investment Representation Letter in the case of representations form reasonably satisfactory to the Buyer and warranties that are made as of a specified date, such representations the Sellers and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received no reason to believe that the statements set forth therein and in Section 2.18 hereof are not true and shall be reasonably satisfied that the issuance and sale of the Shares is exempt from the Seller a certificate to registration requirements of the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereofSecurities Act."

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillmentsatisfaction (or, as of where legally permissible, the Closing, of each waiver by the Buyer) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The the representations and warranties set forth in ARTICLES II and III of this Agreement that are qualified as to "materiality" (including by reference to a specified dollar amount) or "Company Material Adverse Effect" shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Seller contained date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in Section which case such representations and warranties qualified as to materiality (including by reference to a specified dollar amount) or "Company Material Adverse Effect" shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); PROVIDED, HOWEVER, that notwithstanding the foregoing, the representations and warranties set forth in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(e), 2.1(f), 3.2, Section 3.43.3, Section 3.5(a), Section 3.8(b) 3.20 and Section 3.20 3.22 shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in the case of representations and warranties that are Date as though made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of on the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (b) The Seller the Company and each of the Selling Securityholders shall have performed or complied in all material respects all obligations and with each of their agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing.Closing Date; (c) Since there shall have been no Effect on the business, assets, condition (financial or otherwise) or operating results of the Acquired Companies, taken as a whole, since the date of this AgreementAgreement which has had, there shall not have occurred or could reasonably be expected to have, a Company Material Adverse Effect.; (d) The the Company shall have delivered to the Buyer the Company Certificate; (e) the Company shall have obtained, and shall have provided copies thereof to the Buyer, all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices referred to (i) in Section 5.2(a) which are required on the part of the Company and (ii) on Schedule IV; (f) no action, suit or proceeding shall be pending or threatened by or before any Governmental Entity seeking to (i) prohibit or impose any limitation, burden or restriction on the ability of the Buyer to have or to exercise, from and after the Closing, full rights and incidents of beneficial ownership of all of the outstanding shares of capital stock and other equity interests of and in the Acquired Companies, including with respect to dividends, voting and dispositive power, (ii) prevent or delay the consummation of the transactions contemplated by this Agreement or (iii) cause any of the transactions contemplated by this Agreement to be rescinded following the Closing; (g) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any judgment, order, decree, stipulation, ruling or injunction enjoining, preventing, restraining, prohibiting, making unlawful or delaying the consummation of the transactions contemplated by this Agreement; (h) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director of the Company (other than Georges Chappuis, Ph.D.); (i) the Escrow Agrexxxxx xxxxxxxx in connection with the execution of this Agreement shall remain in full force and effect and no action shall have been taken by the parties thereto to rescind such agreement; (j) employment agreements, substantially in the forms attached hereto as Exhibits A, B, C and D, shall have been executed and delivered by each of Georges Chappuis, Ph.D., Tamara E. Sales, Silvia Dettwiler and Brian Xxxxxx, xxxxxxxively; (k) the Company shall have delivered to the Buyer a FIRPTA certification of non-foreign status executed by the Company and satisfying the requirements of Sec. 1.1445-2(b)(2)(i) of the United States Treasury Regulations promulgated under the Code; (l) the Buyer shall have received the pay-off letters, releases and other documents specified in Section 5.14 hereof; (m) the Buyer shall have received evidence of the termination of the agreements specified in Section 5.15 hereof; (n) the Company shall have delivered the Inventory Schedule to the Buyer (no later than two Business Days prior to the Closing Date), in form and substance satisfactory to the Buyer; and (o) the Buyer shall have received such other certificates and instruments, reasonably satisfactory in form and substance to Buyer (including certificates of good standing of each of the Acquired Companies in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified charter documents, excerpts from the Seller a certificate Commercial Register, certificates as to the effect set forth incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereofconnection with the Closing.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties Fundamental Representations of the Seller Sellers contained in Article III and Article IV (other than Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b3.5) and Section 3.20 shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in the case of such representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and date; (ii) all other the representations and warranties of the Seller Sellers contained in Article III Section 3.5 shall be true and correct both when made in all material respects as of the date of this Agreement and as of the Closing Date, or in the case of such representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date; and (iii) all other representations and warranties of the Sellers contained in Article III and Article IV shall be true and correct as of the date of this Agreement and as of the Closing Date, or in the case of such other representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except in the case of this clause (iii), where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller Sellers and the Companies shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment, as of fulfillment or waiver by the Closing, of each Buyer at or prior to the Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) Each of the Seller and Energy shall have performed and complied with in all material respects the covenants and agreements contained in this Agreement required to be performed and complied with by it on or prior to the Closing Date, and all deliveries contemplated by Sections 4.3 and 4.5 shall have been made. (ib) The representations and warranties of the Seller and Energy contained in Section 3.2this Agreement shall be true and correct, Section 3.4without giving effect to any materiality or Material Adverse Effect qualifications therein, Section 3.5(aon and as of the date hereof and on and as of the Closing Date as if made again on and as of the Closing Date (except to the extent any such representations and warranties shall have been expressly made as of an earlier date, in which case such representations and warranties shall have been true and correct only as of such earlier date), except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties in Section 3.8(b) and Section 3.20 5.6 shall be true and correct in all respects respects, (exceptii) the representations and warranties in Section 5.1, Section 5.2, Sections 5.3(a)(i), (ii) and (iv) and Sections 5.7(a) and (c) (except for the fourth sentence of such clause (c)) that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and (iii) the representations and warranties in Section 5.1, Section 5.2, Sections 5.3(a)(i), (ii) and (iv), Sections 5.7(a) and (c) (except for the fourth sentence of such clause (c)) that are not so qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects, in each case, with respect to clauses (i) through (iii) of this Section 8.2(b) on and as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and on and as of the Closing Date, or in the case of representations Date as if made again on and warranties that are made as of a specified date, the Closing Date (except to the extent any such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are have been expressly made as of a specified an earlier date, in which case such representations and warranties shall be have been true and correct in all respects or true and correct in all material respects, as applicable, only as of such specified earlier date). (c) The Buyer shall have received a certificate (the "Seller Closing Certificate") from an authorized officer of each of the Seller and Energy, except where dated the failure Closing Date, to be so true and correct (except for the word “Material” in effect that the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” conditions set forth thereinin Sections 8.2(a) would notand (b) hereof have been satisfied. (d) Each of the Buyer Required Regulatory Approvals shall have become a Final Order, and such Final Orders shall not impose terms or conditions (which are in addition to terms and conditions due to existing Law) that, individually or in the aggregate, have or would reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (de) The Buyer shall have received from the Seller a certificate to Uxxx 00 Facility Sublease and the effect set forth in Section 6.3(a)Uxxx 00 Xxxx Xxx-Xxxxxxxx, Section 6.3(b) each executed by the Unit 40 Sublessor and Section 6.3(c), signed by a duly authorized officer thereofRavenswood.

Conditions to Obligations of the Buyer. The obligations of the Buyer Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer Buyers in its their sole discretion: (a) (i) The representations and warranties of the Seller Sellers contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, this Agreement or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller Sellers shall have performed have, in all material respects respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it them prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer Buyers shall have received from the Seller Sellers a certificate to the effect set forth in the preceding sentences, signed by duly authorized officers thereof. (b) The Buyers shall have received an executed counterpart of each document listed in Section 6.3(a), Section 6.3(b) and Section 6.3(c2.9(b), signed by each party other than the Buyer. (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Material Contracts that are Transferred Contracts, subject to Section 2.5. (d) The total aggregate value of the Cure Claims (including all Disputed Cure Claims) has been finally determined by the Buyers with the parties to the Transferred Contracts and does not exceed $14,000,000. (e) No “Event of Default” (as such term is defined in the DIP Credit Agreement) shall have occurred and is continuing as of the Closing Date. (f) The aggregate amount of the Cash Component shall not exceed $140,000,000. (g) The aggregate amount of the Assumed Liabilities pursuant to Section 2.3(a)(iv) shall not exceed $18,000,000. (h) There shall not have occurred and be continuing any changes, effects or circumstances constituting, or which would reasonably be likely to result in, individually or in the aggregate, a duly authorized officer thereofMaterial Adverse Effect.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its their sole discretion: (a) (i) The representations and warranties of the Seller Sellers contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “"materiality” " (including the word “"material”), ") or “"Material Adverse Effect” " set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller Sellers shall have performed have, in all material respects respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it them prior to or at the Closing; provided, that the Sellers' performance of Competing Bid Obligations shall be disregarded for the purpose of determining whether this condition has been satisfied. (b) The Buyer shall have received an executed counterpart of each document listed in Section 2.9(b), signed by each party other than the Buyer (to the extent applicable). (c) Since The Bankruptcy Court shall have approved and authorized the date assumption and assignment of this the Transferred Contracts and the Sellers shall have paid or otherwise satisfied the Cure Claims expressly required to be paid or otherwise satisfied by the Sellers pursuant to Section 2.6. (d) No "Event of Default" (as such term is defined in the DIP Credit Agreement) shall have occurred and be continuing as of the Closing Date. (e) Net Product Working Capital shall not be less than an amount equal to the Applicable Projected Net Product Working Capital Forecast Amount less $8,000,000 (eight million dollars). By way of illustration, there a Net Product Working Capital of -$100 shall be less than a Net Product Working Capital of -$90. (f) There shall not have occurred and be continuing any changes, effects or circumstances constituting, or which would reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect. (dg) The Buyer Sellers shall have received from paid the Seller a certificate Excess Cash Amount to the effect set forth in Section 6.3(a), Section 6.3(bDIP Secured Parties. (h) and Section 6.3(c), signed by a duly authorized officer thereofAll amounts owed to Nalproprion under the Transition Services Agreement shall have been paid.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer: (a) no Legal Proceeding brought by any Governmental Entity shall be pending that would reasonably be expected to (i) The prevent consummation of the transactions contemplated by this Agreement, (ii) cause a Governmental Entity to question the legality of such consummation, (iii) cause the transactions contemplated by this Agreement to be rescinded following consummation of such transaction or (iv) have, individually or in the aggregate, a Company Material Adverse Effect; (b) (i) each of the representations and warranties of the Seller contained Company that are set forth in clause (a) of Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 3.6 shall be true and correct in all respects (except, in as of the case of Section 3.5(a), for de minimis inaccuracies) both when Closing Date as though made on and as of the Closing Date, or in (except to the case of representations and warranties that are extent made as of a specified specific date, in which case as of such date), (ii) each of the Fundamental Representations, disregarding all reference to materiality, Company Material Adverse Effect, Seller Material Adverse Effect or any similar qualification, shall be true and correct in all material respects as of the Closing as though made on and as of the Closing (except to the extent made as of a specific date, in which case as of such date); provided, however, each of the representations and warranties set forth in Sections 2.2(a), 2.3, 3.2 and 3.4(a), shall be true and correct in all respects as of the Closing except for de minimis inaccuracies as though made on and as of the Closing (except to the extent made as of a specific date, in which case as of such date); and (iii) each of the representations and warranties of the Seller and the Company forth in this Agreement (other than the Fundamental Representations), disregarding all reference to materiality, Company Material Adverse Effect or any similar qualification, shall be true and correct as of the Closing as though made on and as of the Closing (except to the extent made as of a specific date, in which case as of such specified date (date), except, in the case of Section 3.5(athis clause (ii), for de minimis inaccuracies), and (ii) all other representations and warranties to the extent the failure of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “would not have a Company Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (bc) The the Seller and the Company shall have performed or complied in all material respects all obligations and with their agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the Closing.; (cd) Since no Company Material Adverse Effect shall have occurred after the date of this Agreement, there shall not have occurred a Material Adverse Effect.Agreement that is continuing; and (de) The the Buyer shall have received from each of the Seller a certificate to the effect set forth items identified in Section 6.3(a), Section 6.3(b1.2(b) and Section 6.3(c), signed 1.3(a) as contemplated to be delivered by a duly authorized officer thereofthe Company.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer under this Agreement to consummate close the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment, as of satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any of which such conditions may be waived in writing by the Buyer in its sole discretionwriting: (a) The Auction shall have been completed. (b) Each of the Agent, the Notary and the Attorneys-in-Fact shall have taken all actions required of it with respect to the documents, instruments and other property to be delivered to the Buyer and any of its Group members (including any Company Group members that will become a member of Buyer's Group as a result of the Closing) in connection with Closing, as specified in Section 2.3(a), in the event that PSC is the Buyer, and in Section 2.3(b), in the event that HCL is the Buyer. (c) The Agent will have delivered: (i) to PSC (and the PSC Group members specified herein) and to the Company the documents, instruments and other property specified in Section 2.3(a), as applicable, to be delivered at Closing, in the event that PSC is the Buyer; or (ii) to HCL (and the HCL Group members specified herein) the documents, instruments and other property specified in Section 2.3(b), as applicable, to be delivered at Closing in the event that HCL is the Buyer. (i) The representations and warranties of the Seller herein contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all material respects (exceptat the Closing Date with the same effect as though made at such time; provided, in that the case of Section 3.5(a), for de minimis inaccuracies) both when made and as truth or accuracy of the Closing Date, or in the case of representations and warranties that are made of Sections 3.5 or 4.5 or any misrepresentations contained therein, as of applicable, shall not be a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), condition to Closing; and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with in all material respects all covenants and conditions required by this Agreement to be performed or complied with by it Seller at or prior to or at the ClosingClosing Date. (ce) Since There shall be no Lien on the date Mauritius Shares. (f) There shall not exist a Prohibition binding upon Buyer (or a member of its Group that has an obligation under this Agreement) that has not been overcome, disapplied or otherwise terminated or removed; provided, that the condition to Closing contained in this Section 7.1(f) will be deemed to have been satisfied if the Prohibition has been enacted or became effective as a result, in whole or in part, of action (other than the mere execution and delivery of any of the Transaction Documents, the announcement of same in accordance with the terms of this Agreement, there shall not have occurred a Material Adverse Effect. or the making of any filing or report (d) The Buyer shall have received from including the Seller a certificate letter dated November 24, 2003 filed with the Reserve Bank of India prior to the effect set forth in Section 6.3(a), Section 6.3(bEffective Date and disclosed to PSC) and Section 6.3(c), signed (without more) required under applicable Law) taken directly or indirectly by Buyer (or any member of its Group) with the intention of giving rise to a duly authorized officer thereofProhibition.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are further subject to the fulfillment, as of satisfaction or waiver (by the Closing, of each Buyer) at or prior to the Closing of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties Each of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Fundamental Representations shall be true and correct in all material respects (except, in as the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Dateas though made at the Closing, or in except to the case of extent such representations and warranties that are made expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all material respects as of a specified such earlier date) and (ii) the other representations and warranties of the Seller in this Agreement shall be true and correct as of Closing as though made at the Closing, except (x) to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), earlier date) and (iiy) all other where any such failure of the representations and warranties of the Seller contained in Article III shall to be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (without giving effect to any “materiality” or “Material Adverse Effect.” qualifications contained in such representations and warranties); (b) The Seller shall have performed or complied with, in all material respects respects, all obligations and agreements and complied with all or covenants required by this Agreement to be performed or complied with by it under this Agreement and the other Transaction Documents to which the Seller is a party at or prior to or at the Closing.; (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.; (d) The Buyer shall have received from obtained the Financing as provided for in the Definitive Financing Agreements or any Alternate Financing; (e) The Seller a certificate to the effect Required Approvals set forth in on Section 6.3(a), 8.2(e) of the Disclosure Schedule shall have been made or obtained; and (f) The deliveries required under Section 6.3(b3.2(d) and Section 6.3(c), signed by a duly authorized officer thereof(e) shall have been made.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to effect the purchase of the Purchased Assets and the assumption of the Assumed Liabilities and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment, as of fulfillment at or prior to the Closing, of each Closing of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Selling Entities shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by it on or prior to the Closing Date; (ib) The the representations and warranties of the Seller contained Selling Entities set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct Article V (disregarding for these purposes any exception in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties relating to materiality or a Material Adverse Effect) shall be true and correct as of such specified the date (exceptof this Agreement, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in Date as though made at and as of the case of Closing Date (except for those representations and warranties that are made which address matters only as of a specified date, an earlier date in which case such representations and warranties representation or warranty shall be have been true and correct as of such specified earlier date), except where the failure for such failures to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.; (c) Since the Buyer shall have received a certificate from an officer of the Seller as such to the effect that, to such officer’s knowledge, the conditions set forth in Section 8.2(a) and (b) have been satisfied; (d) the Buyer shall have received the other items to be delivered to it pursuant to Section 4.2; and (e) since the date of this Agreement, there shall not have occurred a any Material Adverse Effect. (d) The . Any condition specified in this Section 8.2 may be waived in whole or in part by the Buyer; provided that no such waiver shall be effective against the Buyer shall have received from the Seller a certificate to the effect unless it is set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed a writing executed by a duly authorized officer thereofthe Buyer.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of satisfaction (or waiver by the Closing, of each Buyer) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller, the Company and the Subsidiary shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices set forth in Schedule 5.1(a) or required under any applicable federal, state or foreign law, rule or regulation in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ib) The the representations and warranties of the Seller contained set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Article II shall be true and correct in all respects (except, in at and as of the case of Section 3.5(a), for de minimis inaccuracies) both when Closing Date as if made and as of the Closing Date, or in the case of except for those representations and warranties that are made address matters only as of a specified date, such representations and warranties particular date (which shall be true and correct as of such specified date (except, in date) and except where the case failure of Section 3.5(a), for de minimis inaccuracies), and (ii) all other such representations and warranties of the Seller contained in Article III shall to be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have a material adverse effect on the assets, business, financial condition or reasonably be expected to have results of operations of the Company and the Subsidiary, taken as a Material Adverse Effect. whole (b) The Seller shall have performed and the Buyer hereby acknowledges and agrees that any change in all material respects all obligations the results of operations or financial condition of the Company and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since Subsidiary after the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Agreement which is the result of customers of the Company and the Subsidiary moving some or all of their business to the Buyer shall be deemed not to have received from an adverse effect on the Seller a certificate to Company and the effect set forth in Section 6.3(aSubsidiary), Section 6.3(b) provided that any determination of such a material adverse effect on the Company and Section 6.3(c), signed by the Subsidiary shall be made without regard to any qualification in any particular representation or warranty as to materiality or a duly authorized officer thereof.material adverse effect on the Company and the Subsidiary;

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of satisfaction (or waiver by the Closing, of each Buyer) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Company and the Subsidiary shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices required to consummate the transactions contemplated by this Agreement (iincluding, without limitation, any indicated on the Disclosure Schedule), except for any which if not obtained or effected would not reasonably be expected to have a Company Material Adverse Effect; (b) The the representations and warranties of the Seller contained set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Article II shall be true and correct in all respects (except, in at and as of the case of Section 3.5(a), for de minimis inaccuracies) both when Closing Date as if made and as of the Closing Date, except for (i) changes contemplated or in the case of permitted by this Agreement, (ii) those representations and warranties that are made address matters only as of a specified date, such representations and warranties particular date (which shall be true and correct as of such specified date date, subject to clause (except, in the case of Section 3.5(aiii), for de minimis inaccuracies), and (iiiii) all other where the failure of the representations and warranties of the Seller contained in Article III shall to be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a Company Material Adverse EffectEffect (it being agreed that this clause (iii) shall be inapplicable to any representations and warranties which already contain a Company Material Adverse Effect qualification). (bc) The the Seller shall have performed or complied with in all material respects all obligations and its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.; (d) The Buyer the Seller shall have received from delivered to the Seller Buyer a certificate to the effect set forth that each of the conditions specified in clauses (a) through (c) of this Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.5.1 is satisfied in all respects;

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer: (a) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (b) no judgment, order, decree, stipulation or injunction shall be in effect, and no Legal Proceeding shall be pending or shall have been threatened in writing, that would reasonably be expected to (i) The prevent the consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following the consummation of such transactions, or (iii) have, individually or in the aggregate, a Company Material Adverse Effect; (c) (i) each of the representations and warranties of the Seller contained and the Company set forth in this Agreement (other than the Seller Fundamental Representations) shall be true and correct at and as of the date hereof and at as of the Closing Date as if made at and as of such date (without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers in such representations and warranties) (except to the extent that such representations and warranties that are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date) except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Seller Fundamental Representations (other than the representation and warranty set forth in Section 3.2) shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date, except to the extent that such representations and warranties are made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and (iii) the representations and warranties set forth in Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 3.2 shall be true and correct in all respects (except, in at and as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and at and as of the Closing Date, or in the case of representations Date as if made at and warranties that are made as of a specified such date, except to the extent that the failure of such representations and warranties shall to be true and correct as of such specified date (exceptin all respects has not resulted, and would not reasonably be expected to result, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would notDamages, individually or in the aggregate, have of $10,000 or reasonably be expected to have a Material Adverse Effect.more; (bd) The the Seller and the Company shall have performed or complied in all material respects all obligations and with their agreements and complied with covenants (without giving effect to any “materiality,” “in all covenants material respects,” “Company Material Adverse Effect” or similar qualifiers in such agreements or covenants) that are required by this Agreement to be performed or complied with by it the Seller or the Company under this Agreement as of or prior to or at the Closing.; (ce) Since there shall have occurred no Change that, individually or taken together with all other Changes, has had, or would reasonably be expected to have, a Company Material Adverse Effect; (f) the Environmental Policy shall have incepted and shall be in full force and effect, and the Environmental Risk Transfer Agreement shall be in full force and effect; (g) at least 85% (in the aggregate among the Company and all of its Subsidiaries taken as a whole) of the Company Employees employed as of the date of this Agreement, there Agreement shall (x) continue to be employed by the Company or any of its Subsidiaries and (y) not have occurred a Material Adverse Effect.given notice of intent to terminate employment with the Company or its Subsidiaries; (dh) The if requested by the Buyer, the Company shall have delivered to the Buyer (i) evidence reasonably satisfactory to the Buyer that the employment of the individuals named on Schedule 7.1(h) (the “Departing Employees”) has been terminated as of immediately prior to the Closing, on terms reasonably satisfactory to the Buyer, and (ii) releases in form and substance reasonably satisfactory to the Buyer duly executed by each Departing Employee; (i) the Buyer shall have received from the Seller a certificate to Company Certificate; and (j) the effect set forth Buyer shall have received each of the items described in Section 6.3(a1.2(b)(i), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be hereunder are subject to the fulfillmentfulfillment or satisfaction, on and as of the Closing, of each of the following conditions, conditions (any one or more of which may be waived in writing by the Buyer Buyer, but only in its sole discretion:writing): (a) (i) 9.01 Representations, Warranties, Covenants and Agreements of the Company, the Representing Stockholders and the Sellers. The representations and warranties of the Seller contained Company, Representing Stockholders and the Sellers in Sections 3 (other than Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b3.03) and Section 3.20 4.05 that are qualified by materiality shall be true and correct in all respects (exceptrespects, and the representations that are not so qualified shall be true and correct in all material respects, in all cases as of the case date of Section 3.5(a), for de minimis inaccuracies) both when this Agreement and as of the Closing Date with the same effect as though made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would notcorrect, individually or in the aggregate, have or reasonably be expected to would not have a Material Adverse Effect. (b) Effect on the Company. The Seller representations and warranties of the Sellers in Sections 4.01, 4.02, 4.03 and 4.04 and of the Company and Representing Stockholders in Section 3.03 shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made at and as of the Closing Date. The Company, the Sellers and the Representing Stockholders shall have duly performed and complied in all material respects with all obligations and agreements and complied with all covenants contained herein required by this Agreement to be performed or complied with by it prior to them at or at before the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have obtained at its own expense (iand shall have provided copies thereof to the Buyer) The all of the assignments, waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, including from all applicable Governmental Entities and necessary third parties, which are required on the part of the Seller, except for any failure of which to obtain or effect would not, individually or in the aggregate, have a material adverse effect on the right of the Buyer to own, operate or control the Acquired Assets following the Closing or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) each of the Seller’s creditors designated on Schedule 1.3(a)(ii) hereto shall deliver an unconditional and irrevocable release of the Seller and the Buyer from any and all claims that such creditor had or may have had prior to the Closing; (c) the Seller shall have cured all defaults under, and shall have assigned to the Buyer, the Assigned Contracts designated by the Buyer on Schedule 4.1(c) hereto; (d) the representations and warranties of the Seller contained set forth in the first sentence of Section 2.1 and in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) 2.2 and Section 3.20 any representations and warranties of the Seller set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date date); (excepte) the Buyer and its attorneys, in accountants and other representatives and agents shall have satisfactorily completed their due diligence investigation of the case Seller and the Business, after having been given full access to (i) the accounting books and other business and financial records, reports and documents of Section 3.5(a)the Seller and the Business, (ii) the Seller’s facilities for de minimis inaccuracies)the purposes of inspection and examination, and (iii) the officers, management and consultants of the Seller; (f) the Seller shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (g) no Legal Proceeding shall be pending or threatened relating primarily to the Business wherein an unfavorable judgment, order, decree, stipulation or injunction would in any reasonably foreseeable way (i) prevent consummation of the transactions contemplated by this Agreement, (ii) all other representations and warranties cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Seller contained in Article III Buyer to own, operate or control any of the Acquired Assets, or to conduct the Business as currently conducted, following the Closing, and no such judgment, order, decree, stipulation or injunction shall be true and correct both when made and in effect; (h) the Seller shall have delivered to the Buyer the Seller Certificate; (i) the Seller shall have delivered to the Buyer an update, as of the Closing Date, or of each list contained in the case of representations and warranties Disclosure Schedule that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation lists or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.describes Acquired Assets; (bj) The the Seller shall have performed in delivered to the Buyer documents evidencing the release or termination of all material respects Security Interests on the Acquired Assets, and copies of filed UCC termination statements with respect to all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing.UCC financing statements evidencing Security Interests; (ck) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from counsel to the Seller a certificate an opinion in substantially the form attached hereto as Exhibit E, addressed to the effect set forth Buyer and dated as of the Closing Date; (l) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Seller in Section 6.3(a)its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, Section 6.3(bcertified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions of the Seller’s Stockholders and Board of Directors) as it shall reasonably request in connection with the Closing; (m) the Buyer shall have received a copy of the source code of the Seller, and Section 6.3(c)be able to compile such source code and test it satisfactory to the Buyer prior to Closing; and (n) the Buyer shall have entered into an Employment Agreement with Xxxxx Xxxxx and an Offer Letter with Xxxx Xxxxxx, signed by a duly authorized officer thereofin the form to be agreed upon between the Buyer and each of Xx. Xxxxx and Xx. Xxxxxx.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, as of satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any of which such conditions may be waived in writing by the Buyer in its sole discretionwriting: (a) (i) The representations and warranties of the Seller contained Sellers in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(bthis Agreement (and in any Ancillary Documents) and Section 3.20 that are qualified or limited as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made at and as of the Closing Date, or in with the case same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specified specific date, such which representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuraciesdate), and (ii) all other the representations and warranties of the Seller contained Sellers in Article III this Agreement (and in any Ancillary Documents) that are not qualified or limited as to “materiality” or “Material Adverse Effect” shall be true and correct both when made in all material respects at and as of the Closing Date, or in with the case same effect as though made at and as of such time (except for representations and warranties that are made expressly as of a specified specific date, such which representations and warranties shall be true and correct as of such specified date); provided, except where however, that the failure to representations and warranties of the Sellers in Section 2.4, Section 2.5 and Section 2.13(a) shall be so true and correct (except for in all respects at and as of the word “Material” in Closing with the definition same effect as though made at and as of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.such time; (b) The Seller shall Sellers and the Acquired Entities will have performed and complied in all material respects with all obligations the covenants and agreements and complied with all covenants required by this Agreement to be performed or complied with by it them at or prior to or at the Closing., including without limitation the delivery of all items required to be delivered by them pursuant to Section 1.7; (c) Since the date of this Agreement, there shall not have occurred a no Material Adverse Effect.Effect shall have occurred; (d) No Governmental Body will have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order (whether temporary, preliminary or permanent) that remains in effect and has the effect of enjoining, restraining or prohibiting the consummation of the Closing or otherwise making it illegal, nor shall any Governmental Body have threatened to institute or instituted any action, suit or proceeding, whether judicial or administrative, which seeks to enjoin, restrain, delay, or prohibit the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement; and (e) The Buyer Sellers shall have received from the Seller a certificate delivered to the effect Buyers the consent to the transactions contemplated by this Agreement set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereofon Schedule 5.1.

Conditions to Obligations of the Buyer. and the Transitory Subsidiary. -------------------------------------------------------------------- The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of the Closing, obligation of each of the Buyer and the Transitory Subsidiary to consummate the Merger is subject to the satisfaction of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Company shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2; (ib) The the representations and warranties of the Seller contained Company set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 this Agreement shall be true and correct in all respects material respects, except where the failure of such representations and warranties to be true and correct would not result in a material adverse effect on the assets, business, financial condition or results of operations of the Company, (except, in i) as of the case date of Section 3.5(a), for de minimis inaccuraciesthis Agreement and (ii) both when made and as of the Closing Date, or as though made on and as of the Closing Date (provided that in the case cases of representations clauses (i) and warranties that are (ii) any such representation and warranty made as of a specified date, such representations and warranties specific date shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The Seller shall have performed in all material respects as of such specific date). (c) the Company shall have performed or complied with in all obligations and material respects its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.Effective Time; (d) The the Company shall have delivered to the Buyer and the Transitory Subsidiary a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) and (b) of Section 5.1 and clauses (a) through (c) of this Section 5.2 is satisfied in all respects; (e) the Buyer shall be reasonably satisfied, based on completed suitability questionnaires returned by the Company Shareholders or otherwise, that the issuance of the Merger Shares continues to qualify for an exemption from registration under the Securities Act; (f) the Buyer and the Transitory Subsidiary shall have received from the Seller a certificate counsel to the effect Company an opinion with respect to the matters set forth in Section 6.3(a)Exhibit E attached hereto, Section 6.3(baddressed to the Buyer and the Transitory Subsidiary --------- and dated as of the Closing Date; (g) the Buyer and Section 6.3(c)the Transitory Subsidiary shall have received the resignations, signed effective as of the Effective Time, of each director and officer of the Company, except as specified by a duly authorized officer thereofthe Buyer in writing prior to the Closing; and (h) the Company shall have delivered to the Buyer and the Transitory Subsidiary such other certificates and instruments (including without limitation certificates of Tax good standing (or the equivalent) of the Company in the jurisdictions in which it files Tax Returns) as the Buyer shall reasonably request in connection with the Closing.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Fundamental Representations shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in the case of Seller Fundamental Representations that are made as of a specified date, such Seller Fundamental Representations shall be true and correct in all respects as of such specified date, (ii) the representations and warranties of the Seller set forth in Section 3.15(a), Section 3.15(d) and Section 3.15(e) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, or in the case of such representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies)date, and (iiiii) all the other representations and warranties of the Seller contained set forth in Article III this Agreement shall be true and correct both when made in all respects as of the date of this Agreement and as of the Closing Date, or in the case of such representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all respects as of such specified date, except except, in the case of this clause (iii), where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse EffectEffect (provided, that, for purposes of this Section 6.3(a)(iii), such representations and warranties shall be read without reference to materiality, Material Adverse Effect or similar monetary and non-monetary qualifications). (b) The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it the Seller prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof. (e) The Buyer shall have received each of the Ancillary Agreements required to be delivered by the Seller.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III and Article IV (other than the Seller Fundamental Representations and the representations and warranties set forth in Section 3.6 and Section 4.9) shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a Seller Material Adverse Effect. (b) . The Seller Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) set forth therein, other than the terms “Seller Material Adverse Effect” and “Material Adverse Effect,” which will be given full effect) in all material respects both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, as of such specified date. The representations and warranties of the Seller set forth in Section 3.6 and Section 4.9 shall have been true and correct as of the date hereof, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a Seller Material Adverse Effect. The Seller, the Seller Parent and the Company shall have performed in all material respects all obligations and agreements and complied in all material 44 respects with all covenants and conditions required by this Agreement to be performed or complied with by it them prior to or at the Closing except where such failure to perform or comply has been cured prior to the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof. (b) Since the date of the Balance Sheet, there shall not have occurred and be continuing a Seller Material Adverse Effect or Material Adverse Effect. (c) The Seller shall have made the deliveries to the Buyer required under Section 2.2(c). (d) The Plant shall be continuously producing specification ethylene suitable for delivery to the pipeline (i) for the seven consecutive days prior to the Closing or (ii) if the Plant is not continuously producing specification ethylene during the seven consecutive days prior to the Closing due to issues upstream or downstream of the Plant, for the seven consecutive days prior to the Plant not continuously producing specification ethylene due to those issues.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of the Closing, of each satisfaction of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Seller shall have obtained at its own expense (iand shall have provided copies thereof to the Buyer) The all of the waivers, permits, consents, approvals, certificates or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 5.2 which are required on the part of the Seller, except for any failure of which to obtain or effect would not, individually or in the aggregate, have a material adverse effect on the right of the Buyer to own, operate or control the Acquired Assets following the Closing or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Seller contained and the Parent set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) the first sentence of Sections 2.1 and Section 3.20 3.1 and in Sections 2.3 and 3.2 and any representations and warranties of the Seller or the Parent set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects (exceptrespects, and all other representations and warranties of the Seller or the Parent set forth in this Agreement shall be true and correct in all material respects, in each case as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Dateas though made as of the Closing, or in except to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(adate), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.; (bc) The the Seller shall have performed or complied with in all material respects all obligations and its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.; (d) The no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of the Buyer to own, operate or control any of the Acquired Assets, or to conduct the business of the Seller as currently conducted, following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Seller shall have delivered to the Buyer the Seller Certificate; (f) the Seller shall have delivered to the Buyer an update, as of the date prior to the Closing Date, of each list contained in the Disclosure Schedule that lists or describes Acquired Assets (including the lists set forth in Sections 2.5, 2.10(c), 2.11, 2.12, 2.13, 2.15, 2.17, 2.21(a) and 2.25 of the Disclosure Schedule); (g) the Seller shall have delivered to the Buyer documents evidencing the release or termination of all Security Interests on the Acquired Assets, and copies of filed UCC termination statements with respect to all UCC financing statements evidencing Security Interests, other than Security Interests which are listed in Section 2.10 of the Disclosure Schedule under the heading "Permitted Security Interests"; (h) the Seller shall have provided to the Buyer all necessary documentation of (i) compliance with any applicable environmental transfer statute and (ii) transfer of all material Permits required under Environmental Laws; (i) the Seller, to the Buyer's satisfaction which shall not be unreasonably withheld, shall have made satisfactory progress towards the completion of the 25 new Environmental Safety and Health Compliance courses (the "ESH Courses"), the titles of which are set forth on Exhibit E attached hereto; (j) the Buyer shall have received from counsel to the Seller a certificate an opinion in substantially the form attached hereto as Exhibit F, addressed to the effect set forth Buyer and dated as of the Closing Date; (k) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Seller and the Parent in their jurisdiction of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; (l) Seller shall have delivered to the Buyer the certificate or certificates referred to in Section 6.3(a5.2(d), Section 6.3(b; and (m) The board of directors of the Parent of the Buyer shall have ratified the Agreement and Section 6.3(c), signed by a duly authorized officer thereofthe transactions contemplated hereby.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III this Agreement shall be true and correct both when made and as of the Closing Date, or in the case of representations Asset Purchase Agreement and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) . The Seller shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it in all material respects prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to the effect set forth in the preceding sentences, signed by an officer thereof. (b) The Buyer shall have received an executed counterpart of each of the Ancillary Agreements signed by each party other than the Buyer. (i) The LFA Approvals, consistent with the provisions of Section 6.3(a5.7, with respect to Franchises that represent, in aggregate, not less than 65% of the individually-billed subscribers of the Systems, (i) shall have been received, or (ii) shall be deemed to have been received in accordance with Section 617 of the Communications Act (47 U.S.C. Section 537), or (iii) shall not be required by applicable Law or under any applicable Franchise; provided, however, if less than 100% of the LFA Approvals have been obtained, all applicable waiting periods (including extensions) shall have expired with respect to the FCC Forms 394 filed in connection with requests for such LFA Approvals that have not been obtained. Solely for purposes of determining the applicable percentage of individually-billed subscribers under Section 2.5(b), Section 6.3(b6.2(c) and this Section 6.3(c), signed the parties shall use the number of subscribers in the Systems set forth on Schedule 6.3(c) of the Disclosure Schedules. (d) The Required Consents with respect to the assignment of any leases for any Material Real Property serving more than 2,000 individually-billed subscribers shall have been received. (e) There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect. (f) The Buyer shall have received (i) the Audited Financial Statements and (ii) the financial statements referred to in Section 5.22(a)(ii) to the extent such financial statements are then due pursuant to the terms of Section 5.22(a)(ii), and the Operating Cash Flow for the year ended December 31, 2005, as derived from the statement of results of operations of the Business in the Audited Financial Statements will not be more than $2,000,000 less than the Operating Cash Flow for the year ended December 31, 2005, as derived from the statement of results of operations of the Business in the Financial Statements. (g) Forty five days shall have elapsed since delivery of the most recent quarterly financial statements required to be delivered under Section 5.22(a)(ii). (h) As of the Closing Date, the aggregate number of the RGUs shall be no fewer than 284,537. (i) The Buyer shall have received the funds in the amount contemplated by a duly authorized officer thereofthe Debt Commitments substantially on the terms and conditions set forth therein. Asset Purchase Agreement (j) The Seller shall not have sold, transferred, encumbered or otherwise disposed of any material Transferred Assets or any interest therein, except with the consent of the Buyer (which consent shall not have been unreasonably withheld). (k) The conditions set forth in Schedule 6.3(i) of the Disclosure Schedules shall have been met.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or the Buyer’s waiver, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The Each of the representations and warranties of the Seller contained Sellers set forth in Section 3.2, Section 3.4, Section 3.5(a2.1 (Organization; Ownership of Equity; Capitalization and Power), Section 3.8(b2.2 (Authority), Section 2.3 (Non-Contravention), Section 2.7 (Assets) and Section 3.20 2.12 (Brokerage) and set forth Article II that are qualified with reference to “material,” “materiality,” or “material adverse effect” (or other similar terms or qualifiers) shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when made this Agreement and as of the Closing Date, or in Date with the case same effect as if made at and as of the Closing Date (except to the extent such representations and warranties that are made as of a specified specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(aearlier date), for de minimis inaccuracies), without giving effect to any supplement to the Schedules to this Agreement; and (ii) all other each of the representations and warranties of the Seller contained Sellers set forth in Article III II (other than those described in clause (i) of this Section 5.1(a)) shall be true and correct both when made in all material respects as of the date of this Agreement and as of the Closing Date, or in Date with the case same effect as if made at and as of the Closing Date (except to the extent such representations and warranties that are made as of a specified specifically relate to an earlier date, in which case such representations and warranties shall be true and correct as of such specified earlier date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”), without giving effect to any limitation supplement to the Schedules to this Agreement. The Sellers shall deliver or qualification cause to be delivered to the Buyer a certificate dated as to “materiality” (including of the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in Closing Date executed by the aggregate, have or reasonably be expected to have Shareholders and a Material Adverse Effectduly authorized officer of each of the Company Sellers confirming the foregoing. (b) The Seller Each of the Sellers shall have duly performed and complied in all material respects all obligations and agreements and complied 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 at on the ClosingClosing Date. The Sellers shall deliver or cause to be delivered to the Buyer a certificate dated as of the Closing Date executed by the Shareholders and a duly authorized officer of each of the Company Sellers confirming the foregoing. (c) Since No Proceeding shall have been commenced against the date Buyer or Parent, or any of this Agreementthe Affiliates, there shall not have occurred a Material Adverse Effector any of the Sellers related to the Business, the Transaction Documents or any of the transactions contemplated thereby. (d) The Sellers shall have delivered the 2014 Audited Financial Statements. (e) All approvals, consents and waivers that are listed on Schedule 1.7(b)(xi) shall have been received. (f) There shall not have occurred any Material Adverse Effect since the date of this Agreement. (g) The Buyer shall have received all Consents from Government Entities, including USDA Grant of Inspection Establishment Numbers that are necessary for them to conduct the Seller a certificate Business as conducted by the Company Sellers as of the Closing Date. (h) All Liens relating to the effect set Acquired Assets shall have been released in full, other than Permitted Liens, and the Sellers shall have delivered to the Buyer written evidence, in form satisfactory to the Buyer and Seller, of the release of such Liens. (i) The Buyer shall have conducted a count of the Acquired Inventory at the Buyer’s sole cost and expense and be satisfied, in the Buyer’s sole discretion, that a sufficient amount of inventory, of a quality and quantity usable and saleable in the ordinary course of the Business of each of the Company Sellers, exists as of the Closing. (j) The applicable parties shall have executed and delivered each Assignment and Assumption of Lease and the landlords of the Family-Owned Facilities shall have executed and delivered the Lease Agreements. (k) The Company Sellers shall have delivered the Estoppel Letters, executed by the landlord/lessor of each of the Assumed Leases. (l) The Company Sellers shall have waived compliance with any applicable “bulk sales law” or other similar Laws in connection with the transactions contemplated hereby. (m) The Company Sellers and their respective shareholders and members, as applicable, shall have ceased contributions to, and adopted all corporate or limited liability company resolutions, as applicable, required to terminate all of their respective Employee Benefit Plans and vest all participants under any applicable 401(k) Plan immediately prior to Closing, and such resolutions shall be in full force and effect. (n) The Business shall have working capital of at least the Targeted Net Working Capital to operate consistent with past practices over the twelve months immediately preceding the Closing. (o) The applicable waiting period under the HSR Act shall have expired or been terminated. (p) The Sellers shall have caused the documents and instruments required by Section 1.7(b) to be delivered (or tendered subject only to Closing) to the Buyer. (q) The Buyer shall have completed, to its satisfaction, financial, accounting, legal, environmental, systems, tax and business due diligence review of the Business, the Assets, and the operations of the Company Sellers, including any I-9 examination or audit. (r) Except with respect to Indebtedness for borrowed money that is to be paid at the Closing, the Sellers shall deliver evidence reasonably satisfactory to the Buyer of full and complete payment of all Indebtedness, and releases of all Liens on the properties and assets of the Company Sellers in a form reasonably acceptable to the Company Sellers and Buyer. (s) With respect to Indebtedness for borrowed money to be paid at the Closing, the Sellers shall have caused to be delivered payoff letters or other statements reasonably satisfactory to the Buyer and Company Sellers setting forth payment instructions and amounts and confirming that all Liens on the Acquired Assets secured in Section 6.3(aconnection with such Indebtedness will be released, or entitled to be released, upon payment, in each case in a form reasonably acceptable to the Buyer and Company Sellers. (t) Each of the conditions to the obligation of Parent or any Affiliate thereof that is a party thereto to consummate the Merger under the Merger Agreement shall have been satisfied and the Merger shall be effective. (u) There must not have been made or threatened by and Person any claim asserting that such Person is the holder or beneficial owner of, or has the right to acquire beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in any of the Company Sellers. (v) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the shareholders and members, as applicable, of each of the Company Sellers, in accordance with applicable Law. (w) The Company Sellers shall have completed the systems conversion as described in Schedule 5.1(w), Section 6.3(b. (x) The Parties shall have agreed in writing to the Final Allocation. (y) Each of the Financing Amendments shall have become effective without modification or amendment. (z) The Sellers shall have delivered to the Buyer such other documents or instruments as the Buyer may reasonably request and Section 6.3(c), signed are reasonably necessary to consummate the transactions contemplated by a duly authorized officer thereofthis Agreement.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillmentsatisfaction or, as of to the Closingextent permitted by applicable Law, of each waiver at or prior to the Closing of the following additional conditions, any of : a) the Selling Entities shall have performed and complied in all material respects with the covenants contained in this Agreement which may are required to be waived in writing performed and complied with by the Buyer in its sole discretion:Selling Entities on or prior to the Closing Date; (a) (i) The the representations and warranties of the Selling Entities set forth in Article V (other than the Seller contained in Fundamental Representations and Section 3.2, Section 3.4, Section 3.5(a5.7(a) (Absence of Certain Developments)), Section 3.8(b) and Section 3.20 shall be true and correct disregarding for these purposes any exception in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties relating to materiality or a Material Adverse Effect, shall be true and correct as of such specified the date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made this Agreement and as of the Closing Date, or in Date as though made at and as of the case of Closing Date (except for those representations and warranties that are made which address matters only as of a specified date, an earlier date in which case such representations and warranties representation or warranty shall be have been true and correct as of such specified earlier date), except where the failure for such failures to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or not reasonably be expected to have a Material Adverse Effect. , and (bii) The the representations and warranties set forth in Section 5.1 (Organization, Standing and Corporate Power), Section 5.2 (Authority; Execution and Delivery; Enforceability) and Section 5.14 (Brokers) (collectively, the “Seller Fundamental Representations”) and Section 5.7(a) (Absence of Certain Developments), disregarding for these purposes any exception in such representations and warranties relating to materiality or a Material Adverse Effect, shall have performed be true and correct in all material respects all obligations and agreements and complied with all covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Since as of the date of this Agreement, there Agreement and as of the Closing Date as though made at and as of the Closing Date (except for those representations and warranties which address matters only as of an earlier date in which case such representation or warranty shall not have occurred a Material Adverse Effect.been true and correct as of such earlier date); (dc) The the Buyer shall have received a certificate from an officer of the Seller a certificate to the effect that, to such officer’s knowledge, the conditions set forth in Section 6.3(a), Section 6.3(b8.2(a) and (b) have been satisfied; and d) the Buyer shall have received the other items to be delivered to it pursuant to Section 6.3(c)4.2. Any condition specified in this Section 8.2 may be waived by the Buyer; provided, signed however, that no such waiver shall be effective against the Buyer unless it is set forth in a writing executed by a duly authorized officer thereofthe Buyer.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be Transactions are further subject to the fulfillment, as of satisfaction or waiver (by the Closing, of each Buyer) at or prior to the Closing of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties Each of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 Fundamental Representations shall be true and correct in all material respects (except, in as the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Dateas though made at the Closing, or in except to the case of extent such representations and warranties that are made expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct in all material respects as of a specified such earlier date) and (ii) the other representations and warranties of the Seller in this Agreement shall be true and correct as of Closing as though made at the Closing, except (x) to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), earlier date) and (iiy) all other where any such failure of the representations and warranties of the Seller contained in Article III shall to be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (without giving effect to any “materiality” or “Material Adverse Effect.” qualifications contained in such representations and warranties); (b) The Seller shall have performed or complied with, in all material respects respects, all obligations and agreements and complied with all or covenants required by this Agreement to be performed or complied with by it under this Agreement and the other Transaction Documents to which the Seller is a party at or prior to or at the Closing.; (c) The deliveries required under Section 3.2(b) and Section 3.2(c) shall have been made; and (d) Since the date of this Agreement, there no Material Adverse Effect shall not have occurred a Material Adverse Effectand be continuing. (d) The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, as of satisfaction (or waiver by the Closing, of each Buyer) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The the representations and warranties of the Seller contained set forth in ARTICLE II (other than the representations and warranties set forth in Sections 2.1, 2.2 and 2.10) shall be true and correct as of the date of this Agreement and as of the Closing Date as if made as of the Closing Date, except (i) for changes permitted by Section 3.24.2, Section 3.4(ii) for those representations and warranties that address matters only as of a particular date (which shall be true and correct as of such date, Section 3.5(a), Section 3.8(bsubject to clause (iii) below) and Section 3.20 (iii) where the failure of such representations and warranties to be true and correct would not reasonably be expected to result, in the aggregate, in a Business Material Adverse Effect (it being agreed that any materiality or Business Material Adverse Effect qualification in a representation and warranty shall be disregarded in determining whether any such failure would reasonably be expected to result in a Business Material Adverse Effect for purposes of this clause (iii)); (b) the representations and warranties of the Seller set forth in Sections 2.1, 2.2 and 2.10 shall be true and correct in all respects (except, in as of the case date of Section 3.5(a), for de minimis inaccuracies) both when this Agreement and as of the Closing Date as if made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation changes contemplated or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.permitted by this Agreement; (bc) The the Seller shall have performed or complied in all material respects all obligations and with the agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing.; (cd) Since the Buyer shall have received the Seller Certificate; (e) the Buyer shall have received from Pruco an executed copy of the Pruco Contract; (f) since the date of this the Agreement, there shall not have occurred a any Business Material Adverse Effect.; (dg) The the Buyer shall have received from the Required Financial Statements and the Specified Quarterly Financial Statements; (h) on or prior to the Closing Date, the Seller shall have sent a certificate termination notice under (A) each contract which has been deemed rejected by Buyer pursuant to Section 4.2(c) and thereafter not agreed in writing by Buyer to be an Assigned Sponsor Contract or Assigned Manager Contract and (B) each Sponsor Contract and each Manager Contract for which the applicable contract counterparty has not provided (or has not been deemed to have provided) its consent to the effect assignment of its contract pursuant to Section 4.4 prior to the date that is three (3) Business Days prior to the Closing (and any such termination notice given in respect of a Sponsor Contract or a contract similar to a Sponsor Contract shall include a notification by the Seller that certain non-advisory services following the Closing shall be performed on behalf of the Seller by the Buyer); and (i) (A) the consent set forth in Section 6.3(a)Schedule 5.2(i) shall have been received, Section 6.3(band evidence thereof shall have been delivered to the Buyer prior to the Closing or (B) and Section 6.3(c)the Seller shall have provided the Buyer with a reasonably suitable alternative to the Gateway Sublease Agreement upon substantially the same or better economic terms, signed by a duly authorized officer thereofwith the location of such alternative space being no more than ten (10) miles from the location of the Leased Real Property.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillmentsatisfaction at or prior to the Closing of the following conditions, but compliance with any such conditions may be waived by the Buyer in writing: (a) All representations and warranties of the Sellers contained in this Agreement are true and correct at and as of the Closing, of each of without regard to any supplemental disclosure provided pursuant to Section 4.3 hereof, with the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The same effect as though such representations and warranties of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when were made at and as of the Closing Date, or (rather than as of the date of this Agreement as provided in the case first paragraph of representations and warranties that are made as of a specified dateArticle II), except for any inaccuracies in such representations and warranties shall as would not reasonably be true and correct as of such specified date (exceptexpected to have, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, individually or in the case aggregate, a Material Adverse Effect (but, for purposes of representations and warranties that are made as of a specified datethis condition, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as references to “materialitymaterial” (including the word “material”), or “Material Adverse Effect” set forth therein) would notin such representations and warranties shall be ignored, individually or in other than with respect to the aggregate, have or reasonably be expected to have a definition of Material Adverse EffectAgreements and the use of that term throughout this Agreement). (b) The Seller shall Sellers have performed and complied in all material respects with all obligations the covenants and agreements and complied with all covenants required by this Agreement to be performed or complied with by it them at or prior to or at the ClosingClosing except that the Sellers shall have performed and complied in all respects with their covenants and agreements under Sections 1.1 and 1.5. (c) Since All necessary consents, approvals, orders or authorizations under the date of this AgreementMaterial Agreements identified on Schedule 5.1(c) or any applicable Laws have been obtained and all necessary contractual or governmental notices have been given. With respect to the Material Agreements identified on Schedule 5.1(c), there shall not the Buyer will have occurred a Material Adverse Effectthe right to participate in any communication with such customers in connection with obtaining consent. (d) As of the Closing Date, there will be no pending or threatened litigation by any Person seeking to enjoin any aspect of the operation of the Business (in the case of any pending or threatened litigation by any Person other than a Governmental Body, any material aspect of the operation of the Business) or the consummation of the transactions contemplated by this Agreement, or otherwise affecting the Companies (in the case of pending or threatened litigation by any Person other than a Governmental Body, in any material respect). (e) As of the Closing Date, there will not have occurred any material adverse change in the business, operations, financial condition, assets or Liabilities (contingent or otherwise) of the Companies, MDIC, KMSC and Midwest Mix taken as a whole since the Latest Balance Sheet Date. (f) The Buyer shall will have received evidence to its satisfaction of the release of each Company from any obligation concerning (including any guarantee of) any Liability of any Seller and any indebtedness of either Company, MDIC, KMSC or Midwest Mix not reflected in the Latest Balance Sheet or incurred since the date thereof in the ordinary course of business and consistent with past practice. (g) The Sellers will have assigned, transferred and delivered to the Companies the intercompany assets listed on Schedule 2.8 except for certain assets identified as “Excluded Assets” on such Schedule. (h) The Sellers will have delivered to the Buyer executed UCC Termination Statements or other releases satisfactory to the Buyer to evidence the release of any Liens on the assets of either Company, MDIC, KMSC or Midwest Mix or on the Subject Securities, the TXCT Minority Interest or the MDIC Minority Interest. (i) The Sellers will have delivered to the Buyer a closing certificate, substantially in the form of Exhibit D to this Agreement. (j) Each Seller will have delivered to the Buyer a certificate of the secretary of such Seller, substantially in the form of Exhibit E to this Agreement. (k) The Sellers will have delivered to the Buyer a legal opinion of the Sellers’ counsel, substantially in the form of Exhibit F to this Agreement. (l) The Sellers will have used commercially reasonable efforts to provide to the Buyer an estoppel certificate from the Seller a certificate lessor of the Real Property located in Texas, substantially in the form of Exhibit G to this Agreement. (m) The Sellers who are to be parties thereto and the Companies will have delivered to each other the Transition Services Agreement, substantially in the form of Exhibit H to this Agreement. (n) The Sellers who are to be parties thereto and the Companies will have delivered to each other the License Agreement with respect to the effect use of the Papetti’s trademark, substantially in the form of Exhibit I to this Agreement. (o) The Sellers who are to be parties thereto and the Companies will have delivered to each other the license with respect to the office space in Minnetonka, substantially in the form of Exhibit J to this Agreement. (p) Prior to the Closing, the Sellers will consummate a reorganization such that, immediately prior to the Closing, (i) the Class B Units held indirectly by Marathon LLC through MFDH will be distributed to MDIC so that MDIC will be the direct owner of such Class B Units (it being understood that upon distribution such Class B Units shall continue to be subject to the Liens of lenders pursuant to the Credit Agreement as described in Schedule 2.5, but such Liens shall be released upon Closing); (ii) any and all intercompany receivables owing to either Company, MDIC, KMSC or Midwest Mix, on the one hand, by the Sellers or any of their Affiliates, on the other hand, will be distributed to the Sellers or their Affiliates; (iii) any and all intercompany payables (including promissory notes) owed by either Company, MDIC, KMSC or Midwest Mix, on the one hand, to the Sellers or any of their Affiliates, on the other hand, will be contributed to the capital of such Company, MDIC, KMSC or Midwest Mix; and (iv) any and all assets used in the Business (including any receivables for trade deductions that are not yet allocated to the Companies and any reductions of receivables for unapplied cash that are not yet allocated to the Companies) will be contributed to the capital of the Companies (collectively, the “Reorganization”). Without limiting the foregoing, the Reorganization will be effected pursuant to terms and documentation reasonably acceptable to the Buyer. (q) The conditions set forth in Section 6.3(aon Schedule 5.1(q), Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof.

Conditions to Obligations of the Buyer. and the Merger Sub. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of the Closing, obligation of each of the Buyer and the Merger Sub to consummate the Merger is subject to the satisfaction of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) the Agreement and the Merger shall have been approved and adopted with the Requisite Stockholder Approval and the number of Dissenting Shares shall not exceed 10% of the number of outstanding Company Shares as of the Effective Time; (ib) The prior to the time at which the Company has delivered to the Buyer written evidence of a receipt of consent to the Merger from the holders of no less than 90% of the Company Shares, the representations and warranties of the Seller contained Company set forth in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 2.12 shall be true and correct in all respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of on the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), and (ii) all other representations and warranties of the Seller contained in Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified datehereof, except where the failure to be so true and correct (except for on the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) date hereof would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect.Effect on the Company; (bc) The Seller the Company shall have performed or complied with in all material respects all obligations and its agreements and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement as of or prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.Effective Time; (d) The the Company shall have delivered to the Buyer and the Merger Sub a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a), (b) and (c) (to the extent the Company is a party or is named therein) of Section 5.1 and clauses (a) through (c) of this Section 5.2 is satisfied in all respects; (e) the Buyer and the Merger Sub shall have received from Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel to the Company, an opinion substantially in the form set forth as Exhibit E attached hereto, addressed to the Buyer and the Merger Sub and dated as of the Closing Date; (f) all of the employees identified on Section 5.2(f) of the Disclosure Letter shall have executed employment agreements substantially in the form attached hereto as Exhibit I; (g) the Company Affiliates shall have executed and delivered the Affiliate Agreements; (h) the Buyer shall have received a written opinion from Xxxxxx Xxxxxxxx LLP, dated as of the Seller Closing Date, stating that the Merger will qualify as a certificate to "pooling of interests" transaction under Accounting Principles Board Opinion No. 16 and applicable SEC regulations, if the effect set forth Merger is consummated in Section 6.3(a)accordance with this Agreement; and (i) the Buyer shall have received the report of Xxxxxx Xxxxxxxx LLP on the Company's audited financial statements for fiscal year ended December 31, Section 6.3(b) and Section 6.3(c), signed by a duly authorized officer thereof1997.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The each of the representations and warranties of the Seller contained set forth in Section 3.2, Section 3.4, Section 3.5(a3.1 (Organization), Section 3.8(b3.2 (Authority), Section 3.3(a)(i) and Section 3.20 shall be 3.3(a)(ii) (No Conflict), Section 3.4 (Shares), Section 3.6 (Seller’s Brokers) and of the Company set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.3(a)(i) and Section 4.3(a)(ii) (No Conflict), Section 4.4 (Capitalization), Section 4.6 (Real Property), Section 4.7 (Leases), Section 4.8 (Compliance with Law; Permits) and Section 4.17 (Company’s Brokers) of this Agreement being true and correct in all respects (except, in as of the case of Section 3.5(a), for de minimis inaccuracies) both when made date hereof and as of the Closing Date, or in the case of (except for those representations and warranties that are made which address matters only as of a specified date, such representations and warranties an earlier date which shall be have been true and correct as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies), earlier date) and (iiB) all each of the other representations and warranties of the Seller contained made in Article ARTICLE III shall be of this Agreement and of the Company made in ARTICLE IV of this Agreement being true and correct both when made (without giving effect to any exception or qualification contained therein relating to materiality or a Seller Material Adverse Effect or Company Material Adverse Effect, as applicable) as of the date hereof and as of the Closing Date, or in the case of (except for those representations and warranties that are made which address matters only as of a specified date, such representations and warranties an earlier date which shall be have been true and correct as of such specified earlier date), except in the case of this subclause (B) where the failure of such representations and warranties to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), or “Material Adverse Effect” set forth therein) would notcorrect, individually or in the aggregate, have or reasonably be expected to would not have a Seller Material Adverse Effect or a Company Material Adverse Effect., as applicable; (b) The each of the Seller shall and the Company having delivered to the Buyer a certificate, signed by an authorized officer of the Seller or the Company, as applicable, and dated as of the Closing Date, certifying as to the matters set forth in Section 7.3(a) (Conditions to Obligations of the Buyer) hereof, which upon delivery to the Buyer, will be deemed to satisfy the conditions set forth in Section 7.3(a) (Conditions to Obligations of the Buyer) hereof solely for purposes of this Section 7.3 (Conditions to Obligations of the Buyer) (but not for purposes of determining whether any representation or warranty in this Agreement was true and correct as of any particular date or whether any agreement or covenant required by this Agreement has been performed or complied with); (c) the Company having obtained and delivered to the Buyer customary payoff letters, lien terminations and instruments of discharge to allow for the payoff, termination and discharge of all of the Existing Indebtedness; (d) the Company having obtained and delivered to the Buyer evidence reasonably satisfactory to the Buyer that (A) all of the Related Party Agreements, property management agreements and intracompany arrangements set forth on Schedule 4.16, and (B) all of the hedging vehicles set forth on Items 2-7 of Schedule 4.15(a)(i), have performed been terminated in full, without any further liability of the Company or any of the Company Subsidiaries from and after the Closing; (e) the Seller having delivered to the Buyer a “certification of non-foreign status” in the form and manner set forth in Treasury Regulations Section 1.1445-2(b)(2), an Internal Revenue Service Form W-9 duly executed by the Seller; (f) the Company having satisfied the distribution requirement under Section 857 of the Code for each taxable year since its initial taxable year, determined as if the Company’s most recent taxable year ended as of the Closing; (g) the Seller having delivered to the Buyer the written opinion of Ropes & Xxxx, tax counsel to the Company, dated the Closing Date, and substantially in the form attached hereto as Exhibit C in accordance with Section 2.5 (Tax Opinion) hereof; (h) the Seller (A) having delivered to the Buyer duly executed Estoppels (as defined in the Access Agreement) from tenants representing no less than eighty-five percent (85%) of the rentable area of the Company Properties and (B) either having delivered or used commercially reasonable efforts to deliver to the Buyer duly executed estoppel certificates in form and substance reasonably acceptable to the Buyer from (x) Parkway Business Centre Owners Association, a California nonprofit mutual business association, as the counterparty to a CC&R (or similar agreement) affecting the Company Property commonly known as 00000 Xxxxx Xxxxx, Poway, California and (y) Foothill Business Association, a California nonprofit mutual business association, as the counterparty to a CC&R (or similar agreement) affecting the Company Property commonly known as 20 Icon, Lake Forest California; (i) the Seller having delivered to the Buyer copies of letters notifying tenants under the Leases of the conveyance of the new ownership of the Company Property; (j) the Company having delivered to the Buyer the resignations of all of the directors and officers of the Company and each Company Subsidiary, effective as of, and subject to, the Closing; (k) the Title Company being committed to insuring title to the Company Properties upon the Closing, in all material respects, on the terms and subject to the matters set forth in the Proforma Title Policies and delivering the Title Policies in the form of the Proforma Title Policies in the ordinary course following Closing and the Seller having delivered to the Title Company all customary and reasonable affidavits, instruments and information required by the Title Company in accordance with Section 6.14 (Title Deliverables); (l) the Seller having caused the delivery to the Buyer of the duly executed Limited Guaranty in full force and effect and the representations set forth in the Limited Guaranty being true and correct in all respects; (m) the Seller having complied in all material respects all with its obligations under Section 1(e) (Audit Cooperation) and agreements Section 4 (Exclusivity) of the Access Agreement on the terms, and complied with all covenants required by this Agreement subject to be performed or complied with by it prior to or at the Closing.conditions, of the Access Agreement; (cn) Since the date each of this Agreement, there shall not have occurred a Material Adverse Effect. (d) The Buyer shall have received from the Seller a certificate to and the effect Company having complied in all material respects with the covenants set forth in Section 6.3(a), Section 6.3(b6.1 (Conduct of Business Prior to Closing) hereof; and Section 6.3(c), signed by a duly authorized officer thereof(o) the absence of an Update Termination Event.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties Fundamental Representations of the Seller contained in Section 3.2, Section 3.4, Section 3.5(a), Section 3.8(b) and Section 3.20 shall be true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) in all material respects (except, in the case of Section 3.5(a), for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects as of such specified date (except, in the case of Section 3.5(a), for de minimis inaccuracies)date, and (ii) all other representations and warranties of the Seller contained in Article III this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (b) The . Each of the Seller and the Affiliated Sellers shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it the Seller or such Affiliated Seller prior to or at the Closing. (c) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect. (d) . The Buyer shall have received from the Seller a certificate to the effect set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(c)the preceding sentences, signed by a duly authorized officer thereof. (b) The Buyer shall have received an executed copy of each of the documents listed in Section 2.7(b). (c) There shall not have occurred any change, event or development or prospective change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect. (d) At Closing, the Title Company shall issue to the Buyer or be irrevocably committed to issue to the Buyer a standard coverage ALTA owner’s form title policy (the “Title Policy”), in the form of the Buyer’s Pro Forma, provided, however the Buyer: (i) consents to (x) the recordation of the Deed Restriction and the Construction Easement before the AHC Deed on the Closing Date (the “Pre-Deed Recordable Documents”), and (y) the inclusion of the Pre-Deed Recordable Documents as exceptions to the Title Policy (despite the fact that the same do not appear in the Buyer’s Pro Forma); and (ii) acknowledges that despite the inclusion of extended coverage and endorsements in the Buyer’s Pro Forma, no endorsements or extended coverage shall be conditions to the Buyer’s obligations under this Agreement, nor shall the failure to obtain same result in any reduction or set off against the Purchase Price.

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, as of at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion: (a) (i) The representations and warranties of the Seller Sellers contained in Section 3.2, Section 3.43.4 and Section 3.5 shall be true and correct in all respects both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date and (ii) all other representations and warranties of each Seller contained in Article III shall be true and correct as of the date of this Agreement and as of the Closing Date, or in the case of representations and warranties made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Seller Material Adverse Effect. (b) (i) The representations and warranties of the Company contained in Section 4.2, Section 3.5(a), Section 3.8(b4.4(a) and Section 3.20 4.13 shall be true and correct in all respects (except, except in the case of Section 3.5(a), 4.4(a) for de minimis inaccuracies) both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date (except, except in the case of Section 3.5(a), 4.4(a) for de minimis inaccuracies), ) and (ii) all other representations and warranties of the Seller Company contained in Article III IV shall be true and correct both when made as of the date of this Agreement and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (except for the word “Material” in the definition of “Material Contract”, without giving effect to any limitation or qualification as to “materiality” (including the word “material”), ) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (bc) The Seller Each of the Sellers shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. (cd) Since The Company shall have performed in all material respects all obligations and agreements and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the date of this Agreement, there shall not have occurred a Material Adverse EffectClosing. (de) The Buyer shall have received from the Seller Coeur a certificate to the effect set forth in Section 6.3(a), Section 6.3(bclauses (a) and Section 6.3(c)(c) above, signed by a duly authorized officer thereof. (f) The Buyer shall have received from the Company a certificate to the effect set forth clauses (b) and (d) above, signed by a duly authorized officer thereof. (g) There shall not be in force any order, judgment, injunction, decree or ruling by or before any Governmental Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby. (h) The parties shall have obtained from any Governmental Authorities and any other Persons all consents, approvals, authorizations, qualifications and orders as are set forth on Schedule 8.2(h) of the Company Disclosure Schedules, in form and substance reasonably satisfactory to the Buyer. (i) The pledge of the Company’s shares pursuant to the Coeur Credit Agreement shall have been released and evidence of such release provided to the Buyer. (j) From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. (k) The earlier to occur of (i) the Buyer’s designation of the Nominee Shareholders or (ii) the expiration of the Designation Period; provided, that if the Closing shall be delayed beyond the date on which it would otherwise have been required to occur pursuant to the terms hereof because of the failure of the condition in this clause (k) to be satisfied (such date on which the Closing would have otherwise occurred, the “Conditions Satisfied Date”), then for all purposes of this Agreement all of the conditions in this Section 8.2 other than this clause (k) (and other than those conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or waiver thereof) shall be deemed satisfied on and after such Conditions Satisfied Date.