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

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (a) Each of the Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).

Conditions to Obligations of the Purchaser. The obligation of the ------------------------------------------ Purchaser to consummate purchase the transactions contemplated by this Agreement Securities at the Closing is subject to the satisfaction (fulfillment on or waiver in writing by prior to the Purchaser in its sole discretion) Closing Date of the following further conditions, any of which may be waived by Purchaser: (a) Each of The representations and warranties made by the Seller’s Fundamental Representations Company in Section 3 hereof shall be true and correct when made, and shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of on the Closing Date with the same force and effect as if they had been made at on and as of said date; the Company shall not have been adversely affected in any material way prior to the Closing Date; and the Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. b) The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals or authorizations required in connection with the valid execution and delivery of this Agreement), permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement. The Company, the Holders of the Company's Series A Preferred Stock, Series B Preferred Stock and the Series C Preferred Stock and the Purchaser shall have entered into Amendment No. 2 to the Rights Agreement attached hereto as Exhibit C. --------- c) The purchase of the Securities by the Purchaser hereunder shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject. d) The Articles shall have been filed with the California Secretary of State, and shall be in full force and effect at the Closing. e) The Company shall have delivered to Purchaser a Certificate, executed by the President of the Company, dated the Closing Date, except certifying the fulfillment of the conditions specified in each case to the extent that such representation and warranty refers specifically to an earlier datesubsections (a), in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;this Section 5.1. (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates from Xxxx, Xxxx, Xxxx & Freidenrich, counsel to the Company, an opinion addressed to it, dated as the Closing Date, in the form of Exhibit D. g) The Development and Marketing Agreement of the Closing Date and signed by even date herewith (the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c"Ancillary Agreement") shall have been satisfied;executed and delivered by the Company. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser Company shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or Good Standing Certificates from the California Secretary of State and Franchise Tax Board dated not more than ten (10) days prior to the Closing (including all certificates, documents and instruments required to be Date. i) The Company shall have delivered to Purchaser a Certificate of Incumbency, executed by the Purchaser at Secretary of the Comany, dated the Closing pursuant to Section 2.5(a))Date, certifying the incumbency of the Company's President.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate subscribe for the transactions Second Tranche Shares and pay the Second Tranche Purchase Price as contemplated by this Agreement is are subject to the satisfaction (satisfaction, on or waiver before the Second Closing, of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion) of the following further conditions: (ai) Each (x) The Company Fundamental Warranties shall have been true and correct in all respects on and as of the Seller’s Fundamental Representations Second Closing Date as though such representations and warranties were made on and as of the Second Closing Date (except for representations and warranties that expressly speak as of a specific date, in which case on and as of such specified date); and (y) other representations and warranties of the Company contained in Section 3.01 of this Agreement shall be have been true and correct in all material respectsrespects (or, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be if qualified by materiality or Material Adverse Effect, true and correct in all respects as of the Closing Date as if made at respects) on and as of the Second Closing Date, Date as though such representations and warranties were made on and as of the Second Closing Date (except in each case to the extent for representations and warranties that such representation and warranty refers specifically to an earlier expressly speak as of a specified date, in which case such representation on and warranty shall have been true and correct as of such earlier specified date); disregarding, except in the each case of representations (x) and warranties other than (y) and solely for purposes of this Section 2.06(c)(i), the Seller’s Fundamental Representations where effect of any disclosure contained in any Company SEC Documents filed or furnished after the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;date hereof. (bii) The Seller Company shall have performed or and complied in all material respects with all agreements, covenants and obligations and covenants required by contained in this Agreement that are required to be performed or complied with on or before the Second Closing. (iii) There shall have been no Material Adverse Effect with respect to the Company from the First Closing Date to the Second Closing Date. (iv) The ADSs (I) shall be designated for quotation or listed on the Nasdaq Global Market and (II) shall not have been suspended, as of the date of the Second Closing Date, by it at the SEC or the Nasdaq Global Market from trading on the Nasdaq Global Market nor shall suspension by the SEC or the Nasdaq Global Market have been threatened, as of the date of the Second Closing Date, either (A) in writing by the SEC or the Nasdaq Global Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Global Market. (v) The Company shall have duly filed with the SEC the Company’s annual report on Form 20-F for the year ended December 31, 2019 on or prior to June 15, 2020 (such annual report as first filed with the Closing;SEC on or prior to June 15, 2020 and disregarding any subsequent amendment, the “Company 2019 Annual Report”). (cvi) During The consolidated balance sheets of the period from Company as of December 31, 2019, the date related consolidated statements of this Agreement until comprehensive income (loss), changes in shareholders’ equity, and cash flows for the Closingyear ended December 31, no event 2019, and the related notes, as contained in the Company 2019 Annual Report (collectively, the “2019 Audited Financial Statements”) have been audited by KPMG Huazhen LLP (the “Company Auditor”). The Company 2019 Annual Report shall have occurred include a report of independent registered public accounting firm issued by the Company Auditor, which shall set forth the unqualified opinion of the Company Auditor that has hadthe 2019 Audited Financial Statements present fairly, or would reasonably be expected to havein all material respects, a Material Adverse Effect;the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. GAAP. (dvii) Each of the Key Metrics as reported in the Company 2019 Annual Report is not less than 95% of the amount reported for such Key Metric in the Company 2019 Preliminary Results Announcement. (viii) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior a certified true copy of the register of directors of the Company, dated no later than the Second Closing Date, evidencing that the person designated by the Purchaser (the “Initial Investor Director”) has been duly elected to the Closing board of directors of the Company as a director, and the board of directors of the Company consists of seven (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))7) directors.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate subscribe for the transactions First Tranche Shares and pay the First Tranche Purchase Price as contemplated by this Agreement is are subject to the satisfaction (satisfaction, on or waiver before the First Closing, of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion) of the following further conditions: (ai) Each (x) The Company Fundamental Warranties shall have been true and correct in all respects on and as of the Seller’s Fundamental Representations First Closing Date as though such representations and warranties were made on and as of the First Closing Date (except for representations and warranties that expressly speak as of a specific date, in which case on and as of such specified date); and (y) other representations and warranties of the Company contained in Section 3.01 of this Agreement shall be have been true and correct in all material respectsrespects (or, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be if qualified by materiality or Material Adverse Effect, true and correct in all respects as of the Closing Date as if made at respects) on and as of the First Closing Date, Date as though such representations and warranties were made on and as of the First Closing Date (except in each case to the extent for representations and warranties that such representation and warranty refers specifically to an earlier expressly speak as of a specified date, in which case such representation on and warranty shall have been true and correct as of such earlier specified date); disregarding, except in the each case of representations (x) and warranties other than (y) and solely for purposes of this Section 2.03(c)(i), the Seller’s Fundamental Representations where effect of any disclosure contained in any Company SEC Documents filed or furnished after the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;date hereof. (bii) The Seller Company shall have performed or and complied in all material respects with all agreements, covenants and obligations and covenants required by contained in this Agreement that are required to be performed or complied with by it at on or prior before the First Closing. (iii) There shall have been no Material Adverse Effect with respect to the Closing; (c) During the period Company from the date of hereof to the First Closing Date. (iv) All corporate and other actions required to be taken by the Company in connection with this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated;completed. (fv) The Purchaser ADSs (I) shall be designated for quotation or listed on the Nasdaq Global Market and (II) shall not have received certificates dated been suspended, as of the First Closing Date and signed Date, by the Seller to SEC or the effect that Nasdaq Global Market from trading on the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) Nasdaq Global Market nor shall suspension by the SEC or the Nasdaq Global Market have been satisfied; (g) The consents and approvals listed on Section 7.2(g) threatened, as of the Seller’s Disclosure Schedule shall have been obtainedFirst Closing Date, and either (A) in writing by the notices listed on Section 7.2(gSEC or the Nasdaq Global Market or (B) by falling below the minimum listing maintenance requirements of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Nasdaq Global Market.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (fulfillment, on or waiver in writing by prior to the Purchaser in its sole discretion) Asset Purchase Closing Date, of each of the following further conditions:conditions (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Laws). (a) Each representation and warranty of the Seller’s Fundamental Representations Seller contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Asset Purchase Closing Date with the same effect as if though made at and as on the Asset Purchase Closing Date. (b) Seller shall have delivered, or caused to be delivered, to Purchaser all of the Closing Dateitems set forth in Section 4.2; (c) Neither of the Appealed Orders shall have been reversed, except stayed, modified, amended, revoked or remanded; (d) Purchaser shall have received the Title Commitments in each case form and substance reasonably satisfactory to Purchaser; (e) No event shall have occurred or circumstance shall exist which would make it impossible or impracticable to satisfy one or more of the conditions of this Agreement; (f) Seller shall have observed and performed its covenants in this Agreement in all material respects to the extent that such representation and warranty refers specifically covenants were to an earlier date, in which case such representation and warranty shall have been true observed or performed by Seller at or prior to the Asset Purchase Closing Date; (g) There shall not have been any events, occurrences or developments during the period commencing on the date of this Agreement and correct as of such earlier dateending on the Asset Purchase Closing Date that, except individually or in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct aggregate, have resulted in or would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to Effect on the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied;Purchased Assets; and (h) The Purchaser shall have received the funds sufficient Sunshine Mine and infrastructure has not flooded to pay or above the Closing Date Purchase Price 3,300 foot level at any time during the period from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) April 1, 2010 to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Asset Purchase Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Date.

Conditions to Obligations of the Purchaser. The Purchaser’s obligation of to purchase the Purchaser to consummate the transactions contemplated by this Agreement Receivable Balance is subject to the reasonable satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each Purchaser shall have received a complete copy of the Seller’s Fundamental Representations documentation specified on Schedule 2-A hereto; (ii) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (biii) The Seller shall be in compliance with each term, covenant and other provision of this Agreement applicable to Seller in all material respects; (iv) no event shall exist on the Purchase Date that would give rise to an Event of Repurchase with respect to the Receivable Balance; (v) receipt by Pxxxxxxxx of a duly executed copy of the Indemnity Agreement substantially in the form attached as Exhibit B; (vi) receipt by Purchaser of a copy of the binder associated with Seller’s errors and omissions insurance policy as currently in effect, for which the order to bind was issued on January 31, 2023 (it being understood that Seller’s policy is part of Health Dialog Services Corporation’s policy and that such policy is included in the Data Room (as hereinafter defined)); (vii) receipt by Pxxxxxxxx of a copy of Seller’s directors and officers liability insurance policy as currently in effect (it being understood that Seller’s policy is part of Rite Aid Corporation’s policy and that such policy is included in the Data Room); (viii) no Insolvency Event with respect to Seller shall have performed or complied in all material respects with all obligations occurred and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing;continuing; and (cix) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as each of the Closing Date following documents, each dated such date: (A) a certificate of the Secretary or Assistant Secretary of Seller (or any person acting in such capacity) substantially in the form attached as Exhibit C, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Seller to the effect that the conditions set forth in Sections 7.2(a)execute and deliver this Agreement and any other documents to be executed or delivered by it hereunder, 7.2(b) together with its Organizational Documents and 7.2(c) shall have been satisfiedboard resolutions, evidencing corporate action necessary for Seller to execute, deliver and perform its obligations under this Agreement; (gB) The consents and approvals listed on Section 7.2(g) a copy of a proper Uniform Commercial Code financing statement substantially in the form attached as Exhibit D, identifying Seller as “seller” of the Seller’s Disclosure Schedule shall have been obtained, Purchased Receivable and the notices listed on Section 7.2(g) Purchaser as “buyer” of the Seller’s Disclosure Schedule shall have Purchased Receivable, together with evidence that it has been given, and each such consent, approval and notice shall be duly filed on the initial Purchase Date or that instructions are in form and substance reasonably satisfactory place to file immediately thereafter with the Purchaser, in full force and effect and not subject to the satisfaction Ohio Secretary of any condition that has not been satisfiedState; (hC) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price a good standing certificate for Seller from the Financing or otherwiseOffice of the Secretary of State for the State of Ohio; (iD) The condition identified on Section 7.2(i) a “true sale” opinion of counsel to Seller substantially in the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit E; and (jE) The opinions of counsel to Seller shall have executed and delivered (or caused with respect to be executed and delivered) to corporate matters of Seller substantially in the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).forms attached as Exhibit F.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by set forth in this Agreement is and the Transaction Documents are also subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) at or prior to the Closing Date of the following further conditions: (a) Each each of the Seller’s Fundamental Representations representations and warranties of the Sellers set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall each be true and correct in all material respects, and each other representation and warranty as of the Seller made in Article III 58 date of this Agreement and Article IV shall be true and correct in all respects as of the Closing Date (without giving effect to any amendment or supplement to the Disclosure Schedule) as if though made at on and as of the Closing Date, Date (except in each case to the extent that such representation representations and warranty refers specifically to warranties speak as of an earlier date, in which case such representation and or warranty shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect); (b) The Seller the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to them under this Agreement at or prior to the Closing Date; (including c) the Purchaser shall have been furnished with a certificate, executed by the Founders and an authorized officer of the Company, dated the Closing Date, certifying as to the fulfillment of the conditions in Sections 6.2(a), (b), (d), (f), (g) and (k); (d) all certificatesconsents required under the Material Contracts in connection with the execution, documents delivery and instruments required to performance of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, shall be in full force and effect and shall have been delivered to the Purchaser; (e) the Purchaser at shall have received an opinion dated the Closing Date of counsel to the Company, substantially in the form of Exhibit F; (f) there shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other Person any suit, action or proceeding which has a reasonable likelihood of success), seeking to obtain from the Purchaser or any of its Affiliates, in connection with the transactions contemplated hereby any money damages or that may otherwise have the effect of preventing, materially delaying, or otherwise materially interfering with the transaction contemplated by this Agreement and the other Transaction Documents; (g) since the date of this Agreement, there shall have been no event, change, occurrence or circumstance having, or which could have, individually or in the aggregate, a Material Adverse Effect on the Company and the Subsidiary; (h) the Purchaser shall have received effective as of the Closing, and subject to the execution and delivery of the Employment Agreements, the resignations of all of the officers and directors of the Company; (i) the Purchaser shall have received a certificate of the Secretary of State or other similar governmental official of the jurisdiction in which each of the Company and the Subsidiary is organized as to the legal existence and good standing of the Company and the Subsidiary in such jurisdiction, dated no more than five (5) Business Days prior to the Closing Date; (j) (i) the “due diligence” examination by the Purchaser of the Company and the Subsidiary shall have been completed on or before the date that is thirty (30) days from the date of this Agreement and (ii) the Purchaser shall not have notified the Company on or before such date that consummation of the transactions contemplated by this Agreement and the Transaction Documents is not in its best interests; (k) all assets of the Company and the Subsidiary shall be free and clear of all Liens and the Purchaser shall have received original UCC Termination Statements and mortgage reconveyances suitable for filing with the appropriate authorities to evidence the release of such Liens; (l) the Purchaser shall have received such other documents as the Purchaser reasonably requests evidencing the satisfaction of any condition referred to in this Section 6.2; (m) each of the Founders shall have entered into his respective Employment Agreement; (n) each of the Founders shall have entered into his respective Non-Competition Agreement; (o) the Stockholder Agreement shall have been entered into among each of the parties thereto; (p) the Company Plan shall have been terminated and canceled and there shall not be outstanding any (i) option or other right to purchase Shares or (ii) plan or agreement of the Company pursuant to Section 2.5(a))which such option or other right may be issued; (q) each of the employees of the Company and the Subsidiary as of the Closing Date shall have entered into a Confidentiality Agreement; and (r) each of the Company Stockholder Agreement, the Investor Rights Agreement, the Voting Agreement and the Right of First Refusal and Co-Sale Agreement shall have been terminated effective prior to or as of the Closing Date.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate proceed with the transactions Closing contemplated by this Agreement is are subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) Purchaser, on or prior to the Closing, of each of the following further conditions: (a) UICI shall have performed and complied in all material respects with all of the agreements, covenants, obligations and conditions required to be performed or complied with by UICI at or prior to the Closing Date; (b) Each of the Seller’s Fundamental Representations representations and warranties of UICI set forth in this Agreement shall be true and correct in all material respects, and each other respects (except that representation and warranty of the Seller made in Article III 58 and Article IV warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects respects) as of the date of this Agreement and as of the Closing Date as if though made at and as of the Closing Date(except as to any representation or warranty which specifically relates to another date), except in each case and the Purchaser shall have received a certificate to the extent that such representation and warranty refers specifically to foregoing effect signed by an earlier date, in which case such representation and warranty shall have been true and correct as officer of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the ClosingUICI; (c) During the period from the date of this Agreement until the Closing, no event The Purchaser shall have occurred received written evidence reasonably satisfactory to the Purchaser that has hadall consents, waivers, clearances, approvals and authorizations required for the consummation of the transactions contemplated hereby or would reasonably be expected to havethe ownership and operation by the Purchaser of the Company and the Business have been obtained, a Material Adverse Effectand all required filings have been made; (d) The Company Any and its all consents, waivers, clearances, approvals and authorizations from the secretary of state or insurance regulatory authority of each state where either of the Subsidiaries is licensed to provide motor club services shall own no less than have been obtained if the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryfailure to obtain any such consent, waiver, clearance, approval or authorization would have a Material Adverse Affect; (e) All of the Employees of the Company and its Subsidiaries UICI shall have been terminatedreceived all of those approvals required in accordance with the policies and procedures established by its Board of Directors for authorization of related party transactions; (f) The Members of the Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;approved this transaction; and (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule No injunction, restraining order or other rule or order shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect issued by any Governmental Authority and not subject to the satisfaction of any condition that has not have expired or been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing lifted or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).dissolved,

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (ai) Each The Fundamental Company Representations and Warranties shall be true and correct in all respects on and as of the Seller’s Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company (other than the Fundamental Company Representations and Warranties) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iii) the representations and warranties of the Company (other than the Fundamental Company Representations and Warranties) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects, respects on and each other representation and warranty as of the Closing Date as though made on and as of the Closing Date (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; (v) there shall have been no event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect. (b) (i) The representations and warranties of each Seller made in Article III 58 and Article IV shall be true and correct in all respects on and as of the Closing Date as if though made at on and as of the Closing Date, except in ; (ii) each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by conditions in this Agreement required to be performed or complied with by it at such Seller on or prior to the Closing;Closing Date; and (iii) the Purchaser shall have received a certificate signed by each Seller (to the extent such Seller is an individual) or an authorized officer of each Seller (to the extent such Seller is an entity) to the foregoing effect. (c) During the period from the date of this Agreement until the Closing, no event The Purchaser shall have occurred that has hadreceived an opinion, or would dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel for the Company, in form and substance reasonably be expected satisfactory to have, a Material Adverse Effect;the Purchaser. (d) The Company Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxx & Calder, Cayman Islands counsel for the Company, in form and its Subsidiaries shall own no less than substance reasonably satisfactory to the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;Purchaser. (e) All of The Company, the Employees of Purchaser and the Company and its Subsidiaries other parties thereto shall have been terminated;duly executed and delivered the XXX and the RRA and the Purchaser shall have received such executed counterparts thereof. (f) The Purchaser shall have received certificates dated as a duly certified true and complete copy of the Closing Date and signed by register of directors of the Seller Company, evidencing the appointment of the Investor Nominee (as such term is defined under the XXX) pursuant to the effect that terms of the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;XXX. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule All Sale Shares shall have been obtained, duly and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied;validly registered as ADSs. (h) The Purchaser Each Seller selling Seller Shares pursuant to the exercise of Seller Options shall have received duly and validly exercised such Seller Options in order to be able to duly and validly deliver to the funds sufficient to pay Purchaser its Seller Shares in the form of ADSs on the Closing Date Purchase Price from the Financing or otherwise;Date. (i) The condition identified If applicable, the ADSs representing the Sale Shares shall have been approved for listing on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; andNASDAQ. (j) The Sale Shares shall have been made eligible for delivery and settlement in electronic book-entry form. (k) Each Seller shall have executed and delivered (or caused to be executed and delivered) deliver to the Purchaser all agreements and other copies of documents required to evidencing its ownership of the Seller Shares as may be executed and delivered requested by the Purchaser. (l) (i) With respect to the Purchaser pursuant Purchaser’s obligation to this Agreement at or prior consummate the Closing with respect to the Company Shares, the Closing (including all certificates, documents and instruments required to be delivered with respect to the Purchaser at Seller Shares shall have occurred substantially simultaneously therewith and (ii) with respect to the Purchaser’s obligation to consummate the Closing pursuant with respect to Section 2.5(a))the Seller Shares, the Closing with respect to the Company Shares shall have occurred substantially simultaneously therewith.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is shall be subject to the satisfaction (fulfilment or waiver in writing by Purchaser’s waiver, at or before the Purchaser in its sole discretion) Closing, of each of the following further conditions: (a) Each The representations and warranties of the Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of the Seller made Vendor contained in Article III 58 and Article IV 3 shall be true and correct in all respects as of the Closing Date with the same effect as if though made at and as of the Closing Date, such date (except in each case to the extent those representations and warranties that such representation and warranty refers specifically to an earlier address matters only as of a specified date, in which case such representation and warranty shall have been be true and correct in all respects as of such earlier that specified date), except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in have a Material Adverse Effect;. (b) The Seller Vendor shall have duly performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it at before or prior to on the Closing;Closing Date. (c) During the period from the date of this Agreement until the Closing, no event Purchaser and Vendor shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect;entered into the Transition Services Agreement. (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Seller to the effect Vendor, that each of the conditions set forth in Sections Section 7.2(a), ) and Section 7.2(b) and 7.2(chas been satisfied. (e) Purchaser shall have been satisfied;received a certificate of the Secretary (or equivalent officer) of the Vendor certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Vendor authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby. (f) Purchaser shall have received a certificate of the Secretary (or equivalent officer) of the Vendor certifying the names and signatures of the officers of the Vendor authorized to sign this Agreement and the other documents to be delivered hereunder. (g) The consents Purchaser shall have received the approval of the TSX Venture Exchange, and such approval shall not have been revoked. (h) Vendor shall have received all consents, authorizations, orders and approvals listed on from the Governmental Authorities or other Persons referred to in Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained6.9, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been givenin each case, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect no such consent, authorization, order and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser approval shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise;been revoked. (i) The condition identified on Section 7.2(i) Vendor and the Minority Holder shall have delivered, or caused to be delivered, to the Purchaser share certificates evidencing the Shares and the Sub Shares, free and clear of the Purchaser’s Disclosure Schedule shall be satisfied; andEncumbrances, duly endorsed in blank or accompanied by share transfers or other instruments of transfer duly executed in blank. (j) The Seller Vendor shall have delivered a duly executed and Offtake Agreement. (k) Vendor shall have delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to resignations contemplated under Section 2.5(a)6.4(a).

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is Transaction shall be subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditions: (a) Each of the Seller’s Fundamental Representations The Warranties shall be true and correct in all material respectsrespects on the Closing Date with the same force and effect as if made as on each such date, and each other representation and warranty except where any such failure of the Seller made representations and warranties in Article III 58 and Article IV shall the aggregate to be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in have a Material Adverse Effect; (b) The Seller On each of the Closing Date, and each Subsequent Consideration Payment Date, no Action shall have performed been commenced or complied threatened by or before any Governmental Authority against the Transferors or the Purchaser seeking to restrain the Transaction which, in all material respects with all obligations and covenants required by this Agreement the reasonable, good faith determination of the Purchaser, is likely to be performed render it impossible or complied with by it at or prior unlawful to the Closingconsummate such transactions; (c) During At or prior to the Closing Date, each of Yu Gang, Ding Bin and Xxxx Xxxx shall have signed an executive service agreement with the Company reasonably acceptable to the Company and each party, for a period from of five years; (d) Since the date of this Agreement until the ClosingAgreement, no fact, circumstance, event or change shall have occurred that occurred, or be reasonably likely to occur, which has had, or would could reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All Each of the Employees of the Company and its Subsidiaries Transferors shall have been terminated; (f) The Purchaser performed in all material respects each obligation and agreement and shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth complied in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and all material respects with each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused covenant to be executed performed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to complied with by it under this Agreement at or prior to the Closing Date; (including f) each of the Transferors have waived any pre-emptive rights it may have relating thereto by the current articles of association of the Company; (g) the shareholders, the executive director and/or equivalent internal power authority of the Parties have approved the Transaction; (h) the Purchaser shall have completed its due diligence inquiry of the Company and be reasonably satisfied with the results thereof; (i) all certificates, documents outstanding loans from the Company and instruments required each Subsidiary to be delivered any of the Transferors shall have been waived; (j) The Company or any of its Subsidiaries shall have obtained a television program production licenses to the satisfaction of the Purchaser prior to the Third Subsequent Payment Date; (k) The Company shall have obtained and owned at least 90% equity interest of Beijing Workshop Communications Co., Ltd. ("BWC"), with the Closing pursuant remaining equity interest of BWC owned by the Transferors, and all necessary registration and government procedures with respect thereto shall have been properly completed to Section 2.5(athe satisfaction of the Purchaser; and The Company shall have obtained and owned at least 90% equity interest of Beijing Golden Ways Culture Development Co., Ltd. ("BGW")), with the remaining equity interest of BGW owned by the Transferors, and all necessary registration and government procedures with respect thereto shall have been properly completed to the satisfaction of the Purchaser. The Parties shall make best efforts to fulfill the conditions set out in this section 5.02, obtain all relevant approvals from the government or other relevant authorities for the purpose of the Transaction and complete the Transaction within two 2) months from the execution of this Agreement. If due to either party the transaction is not completed on the stipulated date, the Party which is not at default has the right to terminate this Agreement by giving written notice to the other Parties.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is sale of the Shares shall be subject to the satisfaction (at or waiver in writing by prior to the Purchaser in its sole discretion) Closing Date of each of the following further conditions:conditions (unless satisfaction of any such condition is expressly waived in writing delivered to the Shareholder): (a) Each The Shareholder shall have performed or complied with or, if applicable, shall have caused the Company to have performed and complied with in all material respects the agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing Date; (b) The representations and warranties of the Seller’s Fundamental Representations Shareholder and the Company contained in this Agreement shall be true and correct in all material respects, and in each other representation and warranty case as of the Seller made in Article III 58 date of this Agreement and Article IV shall be true and correct in all respects as of the Closing Date with the same force and effect as if made at on and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, date (except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure any representation or warranty that by its terms is made solely as of a specific date, which need be accurate only as of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effectdate); (bc) The Seller Shareholder shall have performed or complied delivered to the Purchaser the Recent Audited Financial Statements, together with all related schedules and notes thereto, and such Recent Audited Financial Statements (i) shall be complete in all material respects respects, (ii) shall have been prepared in accordance with all obligations and covenants GAAP, applied on a consistent basis throughout the periods involved, except to the extent required by this Agreement applicable law or GAAP as in effect during the relevant period and except as may be indicated therein or in the notes thereto in the notes thereto and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated therein; (d) Any waiting period applicable to be performed the sale and purchase of the Shares under the HSR Act shall have terminated or complied expired; (e) No Law, order or judgment of any court or governmental entity (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced which prohibits, restrains, enjoins or restricts the consummation of the sale and purchase of the Shares; (f) Each of the conditions to the consummation of the Merger shall have been satisfied (or waived by the party entitled to the benefit thereof) and the Merger shall have closed concurrently with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (fg) The Purchaser shall have received certificates dated as of the Closing Date and a certificate signed by the Seller Shareholder to the effect that the conditions set forth in Sections 7.2(a), 7.2(bclauses (a) and 7.2(c(b) shall above have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied;; and (h) The Purchaser Shareholder shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to certificates for the Purchaser at the Closing pursuant to Shares as called for by Section 2.5(a))1.3.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is Purchaser’s obligations hereunder are subject to the satisfaction (fulfillment at each Closing, on or waiver in writing by prior to the Purchaser in its sole discretion) applicable Closing Date, of all of the following further conditions, any of which may be waived in whole or in part by the Purchaser: (a) Each of The representations and warranties made by the Seller’s Fundamental Representations Company in Section 2 shall be true and correct in all material respectswhen made, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects on the applicable Closing Date (with such updating changes as are acceptable to the Purchaser), with the same force and effect as though made on and as of such date; as of the applicable Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty there shall have been true and correct as no change, the result of such earlier datewhich would have, except either individually or in the case aggregate, a material adverse effect on the assets or financial condition of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in Company (a “Material Adverse Effect; (b) The Seller ”); the Company shall have performed or and complied in all material respects with all obligations covenants and covenants agreements required by this Agreement or any other agreement related hereto to be performed or complied with by it at or prior to the applicable Closing;; there shall not exist any “Event of Default” (as defined in the applicable promissory note) under any of the then outstanding Notes or the $8 million Senior Convertible Promissory Note issued to Purchaser under the Note and Warrant Purchase Agreement dated as of January 5, 2005; and the Company shall have furnished to the Purchaser on the applicable Closing Date a certificate to these effects, signed by the President of the Company. (b) On the applicable Closing Date, the Company shall have executed the applicable Note and delivered it to the Purchaser. (c) During On the period from applicable Closing Date, the date of this Agreement until the Closing, no event Purchaser shall have occurred that has hadreceived from Xxxxxx Godward LLP, or would reasonably counsel for the Company, its opinion with respect to the transactions contemplated hereby, which opinion shall be expected satisfactory to have, a Material Adverse Effect;the Purchaser. (d) The Except for the notices required or permitted to be filed after the applicable Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and its Subsidiaries shall own no less than issuance of the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;Securities. (e) All At the applicable Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Employees of Securities shall be legally permitted by all laws and regulations to which each Purchaser or the Company and its Subsidiaries shall have been terminated;is subject. (f) The Purchaser All corporate and other proceedings in connection with the transactions contemplated at the applicable Closing and all documents and instruments incident to such transaction shall have received certificates dated as of the Closing Date be reasonably satisfactory in substance and signed by the Seller form to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;Purchaser. (g) The Company will have obtained all required consents to amend its Second Amended and approvals listed Restated Investor Rights Agreement dated August 8, 2003, as amended on Section 7.2(gJuly 1, 2004, to give the Conversion Shares customary registration rights by including those shares within the definition of Registrable Securities defined therein (the “Amended Investor Rights Agreement”) and Purchaser will have delivered to the Company its countersignature to the Amended Investor Rights Agreement pursuant to which Purchaser shall be bound by the terms and conditions thereof applicable to holders of the Seller’s Disclosure Schedule shall have been obtainedRegistrable Securities. (h) All instruments, and legal and corporate proceedings, in connection with the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice transactions contemplated by this Agreement shall be satisfactory in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received copies of all documents, including records of corporate proceedings, which the funds sufficient Purchaser may have reasonably requested in connection therewith, such documents where appropriate to pay the Closing Date Purchase Price from the Financing be certified by proper corporate or otherwise;governmental authorities. (i) The condition identified on Section 7.2(i) of Subordination Agreement and any other junior security documents required by the Purchaser’s Disclosure Schedule , if applicable, shall be satisfied; andhave been executed and delivered in accordance with Section 1.4(b). (j) The Seller Company shall have executed, if applicable, and delivered in final form appropriate for filing with the applicable government office, the Security Agreement, the Financing Statements and all other filings and instruments that Purchaser has requested in order to perfect its Security Interest. (k) In the case of the Second Closing, if any loans by Launch Facility Lenders to finance the Launch Facility are outstanding, the Company and the Launch Facility Lenders shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Intercreditor Agreement.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions transaction contemplated by this Agreement is hereby shall be subject to the satisfaction (fulfillment or waiver in writing by the Purchaser in its sole discretion) at or prior to the Closing of each of the following further conditions: (ai) Each The Seller and the Company shall have fully satisfied all of their respective obligations under this Agreement that must be performed or fulfilled prior to Closing, including, for the avoidance of doubt, pursuant to Article 5. (ii) The Representations of the Seller’s Fundamental Representations Seller shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case Date with the same effect as if they had been made on the Closing Date (other than those Representations which refer to the extent that such representation and warranty refers specifically to an earlier date, in a specific date which case such representation and warranty shall have been be true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a dates). (iii) No Material Adverse Effect;Change has occurred or is reasonably likely to occur. (biv) No statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits the consummation of the Transaction. (v) The Company shall have obtained the approval of the Management Committee of the Solimões Project for the execution of the Maintenance and Other Services Agreement and the Aerial Services Agreement under the terms of the corresponding Joint Operating Agreement – JOA entered into between HRT O&G and TNK-BrasilExploração e Produção de Óleo e Gás Ltda. (currently Rosneft Brasil E&P Ltda.) on October 31, 2011. (vi) The Appraisal shall have been completed. (vii) The Purchaser shall have completed the due diligence on the Company during the course of which no information that materially and adversely impacts the Company was discovered. (viii) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior delivered to the Closing;Purchaser the Closing Balance Sheet with a statement setting forth a detailed calculation of the amount of the Company’s Estimated Closing NWC and Estimated Closing Indebtedness. (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (jix) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents in form and instruments required to be delivered substance satisfactory to the Purchaser at and its counsel) separate certificates, dated the Closing pursuant date hereof, of the Secretary or an Assistant Secretary of each of the Seller and the Company attaching a true and complete copy of the resolutions of the Board of Directors of the Seller and the Company, as the case may be, and of all documents evidencing other necessary corporate or shareholder action (in form and substance satisfactory to Section 2.5(a))the Purchaser and its counsel) taken by the Seller and the Company, as the case may be, in connection with the matters contemplated by this Agreement. (x) The Purchaser and the Seller shall have agreed upon and executed and delivered the Migration Plan. (xi) The Seller shall have caused HRT O&G to have executed and delivered the Maintenance and Other Services Agreement substantially in the form attached hereto as Exhibit B.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement hereunder is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions:conditions (any of which may be waived by the Purchaser): (a) Each the Financing contemplated by the Cerberus Commitment Letter shall have been consummated; (b) the Seller shall have delivered, or caused the Escrow Agent to have delivered to the Purchaser original stock certificates representing the Shares, together with such instruments of assignment, conveyance and transfer as Purchaser may deem necessary or desirable, duly executed by the Seller; (i) the representations and warranties of the Seller’s Fundamental Representations Seller set forth in this Agreement and in all documents delivered to the Purchaser hereunder and thereunder shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date; (ii) no order, except in each case to the extent that such representation and warranty refers specifically to an earlier datewrit, in which case such representation and warranty injunction or decree shall have been true entered and correct as of such earlier datebe in effect that restrains, except in enjoins or invalidates, or otherwise materially adversely affects the case of representations transactions contemplated by this Agreement; and warranties other than (iii) the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all each of the obligations and covenants required by this Agreement to be performed or complied with by it at under this Agreement on or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse EffectClosing Date; (d) The Company and its Subsidiaries the Stockholder Notice Period shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryhave expired; (e) All of the Employees of the Company and its Subsidiaries NMFS Consent shall have been terminatedobtained; (f) The Purchaser the Seller shall have received certificates dated delivered to the Purchaser a certificate of the Chief Executive Officer of the Seller confirming compliance with the conditions set forth in Section 8.2(c); Table of Contents (g) the Seller shall have delivered to the Purchaser a Certificate of the Secretary or Assistant Secretary of the Seller, together with true and correct copies of the Seller’s articles of incorporation and bylaws, and all amendments thereto, true and correct copies of the resolutions of the Seller’s board of directors and stockholders authorizing or ratifying the execution, delivery and performance of this Agreement, and the names of the officer or officers of the Seller authorized to sign this Agreement, together with a sample of the true signature of each such officer; (h) the Seller’s counsel (which may include the law firms of Xxxxx Xxxxxx Xxxxxx LLP and Xxxxxxxx and Wedge) shall have delivered its legal opinion in the form of Exhibit E annexed hereto; (i) TM Capital Corp. shall have delivered to the Purchaser a certificate in which it shall have confirmed the TM Capital Solvency Opinion as of the Closing Date and signed by the Seller Seller’s right to continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling or unavailable to deliver such certificate, the effect that Purchaser shall use its reasonable best efforts to engage another investment banking firm and provide it with the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfiednecessary background materials for the purposes of delivering such certificate; (gj) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule Seller shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory delivered to the PurchaserPurchaser resignations of Xxxxx X. Xxxxxx and Xxxxxxx XxXxxxx, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay dated the Closing Date Purchase Price from and in the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit F; and (jk) The the Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, such other documents and instruments as may be reasonably required to be delivered consummate the transactions contemplated by this Agreement and to comply with the Purchaser at the Closing pursuant to Section 2.5(a))terms hereof.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Acquisition is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretionPurchaser) of the following further additional conditions: (a) Each Acquiree shall have obtained (and shall have provided copies thereof to Purchaser) the written consents of the Seller’s Fundamental Representations Acquiree to the execution, delivery and performance by Acquiree of this Agreement and the other Transaction Documents to which it is a party, in form and substance satisfactory to Purchaser; (b) Acquiree shall have obtained (and shall have provided copies thereof to the Purchaser) all 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 Acquiree, except for any the failure of which to obtain or effect does not, individually or in the aggregate, have an Acquiree Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (c) the representations and warranties of Acquiree set forth in this Agreement (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct in all material respects, and each other representation and warranty as of the Seller made in Article III 58 date of this Agreement and Article IV shall be true and correct in all respects as of the Closing Date Effective Time as if though made at and as of the Closing DateEffective Time ( provided , except in each case however , that to the extent that such representation and warranty refers specifically expressly relates to an earlier date, in which case such representation and warranty shall have been be true and correct as of such earlier date), except for any untrue or incorrect representation and warranty that, individually or in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would aggregate, does not reasonably be expected to result in a have an Acquiree Material Adverse EffectEffect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (bd) The Seller Acquiree shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryEffective Time; (e) All no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the Employees transactions contemplated by this Agreement, or (ii) cause any of the Company transactions contemplated by this Agreement to be rescinded following consummation, and its Subsidiaries no such judgment, order, decree, stipulation or injunction shall have been terminatedbe in effect; (f) The Acquiree shall have delivered to Purchaser a certificate (the “Acquiree Certificate”) to the effect that each of the conditions specified in clause (e ) (with respect to Acquiree’s due diligence of the Purchaser) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving Acquiree) of this Section 5.2 is satisfied in all respects; (g) the Members shall have agreed not to engage in any Prohibited Transactions; (h) the Purchaser shall have received certificates from counsel to Acquiree, the opinion letter, in form and substance satisfactory to Purchaser, addressed to the Purchaser and the Placement Agent and dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwiseDate; (i) The condition identified on Section 7.2(i) there shall have been no material adverse changes to Acquiree’s business since the date of the Purchaser’s Disclosure Schedule shall be satisfied; andthis Agreement; (j) The Seller Acquiree shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to Purchaser a certification duly executed by each Member certifying that such person is either an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, respectively, under the Purchaser pursuant to this Agreement at or prior to the Closing Securities Act; (including all certificates, documents and instruments required to be k) Acquiree shall have delivered to Purchaser audited and interim unaudited financial statements of Acquiree pro forma the Purchaser Acquisition, compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K (l) Purchaser’s due diligence shall have confirmed an enterprise valuation of Acquiree of at the Closing pursuant to Section 2.5(a)).least $30,000,000; and

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by under this Agreement is are subject to the satisfaction (at or waiver in writing prior to the Closing of the following conditions, but compliance with any of such conditions may be waived by the Purchaser in its sole discretion) of the following further conditionswriting: (a) Each Seller shall have delivered to Purchaser a schedule showing a list of ValidSoft and/or ValidSoft UK employees and the amounts (in stock or in dollar amounts to be converted into stock of the Seller) they have been or will be offered by Seller, as set forth on Exhibit E. (b) Seller shall make the following available to Purchaser, to the extent they are in Seller’s Fundamental Representations possession or under Seller’s control, or otherwise in the form provided by Axxx Xxxxx to Seller: (i) a copy of the current version of the charter documents of ValidSoft and ValidSoft UK, (ii) a copy of the Articles of Association of ValidSoft and ValidSoft UK. (c) Seller shall be have delivered to Purchaser the consolidated audited financial statements of Seller, for the year ended December 31, 2015. (d) To the extent they are in Seller’s possession and to the extent they are not already in Purchaser’s possession, Seller shall make available and shall not prohibit Purchaser from making copies of the following: the unaudited financial statements of ValidSoft and ValidSoft UK for the three month period ended June 30, 2016. Seller makes no representation or warranty as to the accuracy or completeness of such financial statements. (e) All representations and warranties of the Seller contained in this Agreement are true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct respects (if qualified by materiality) or in all respects (if not qualified by materiality) at and as of the Closing Date with the same effect as if though such representations and warranties were made at and as of the Closing DateClosing. (f) Seller shall have delivered to Purchaser a copy of the resolutions unanimously adopted by the independent directors of Seller, except in each case authorizing this Agreement and the Related Agreements; Seller makes no representation or warranty as to the content, truth, accuracy or completeness of any of the documents, financial statements and books and records of ValidSoft and ValidSoft UK which may be delivered to Purchaser by Seller or which Purchaser may otherwise receive access to pursuant to this Section 5.02. Purchaser acknowledges that all such documents, financial statements and books and records are based upon information provided by one or more officers of Purchaser to Seller, and that Seller shall have no liability to Purchaser, ValidSoft or ValidSoft UK related to any such items to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required they are based on information provided by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All either of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing Companies or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))their respective Representatives.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement is Bonds and the obligation of the Issuer to sell the Bonds to the Purchaser shall be subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions precedent: (a) Each The representations and warranties of the Seller’s Fundamental Representations Company herein and the representations and warranties made in each of the Loan Documents and the Guaranties by the respective parties thereto shall be true, correct and complete on the date hereof and on the Closing Date, and each such party to the Loan Documents, including the Company, shall deliver a certificate to such effect on the Closing Date. The Issuer and the Company shall have performed all of their obligations hereunder, and the statements made on behalf of the Issuer and the Company hereunder shall be true and correct in all material respectson the date hereof and on the Closing Date, and each other representation the Issuer and warranty of the Seller made in Article III 58 and Article IV Company shall be true and correct in all respects as of deliver certificates to such effect on the Closing Date Date. (b) Except as if made at and may have been agreed to by the Purchaser, as of the Closing Date, except each of the Loan Documents, the Resolution and all other official action of the Issuer relating thereto shall be in each case full force and effect and shall not have been amended, modified or supplemented without the written approval of the Purchaser. (c) The Issuer shall have received the approving opinion of Bond Counsel in form and substance reasonably acceptable to the extent Purchaser, and the Purchaser shall have received a letter from Bond Counsel dated the Closing Date and addressed to the Purchaser, to the effect that the Purchaser may rely upon such representation firm's opinion as if it were addressed to the Purchaser. (d) The Purchaser shall have received the opinion of counsel to the Issuer, dated the Closing Date and warranty refers specifically addressed to an earlier datethe Purchaser in form and substance reasonably acceptable to the Purchaser. (e) No default or event of default (as defined in any of the Loan Documents or the Guaranties) shall have occurred and be continuing, and no event shall have occurred and be continuing as of the Closing Date which, with the lapse of time or the giving of notice or both, would constitute such a default or event of default. (i) No material adverse change shall have occurred, nor shall any development involving a prospective material and adverse change in, or affecting the affairs, business, financial condition, result of operations, prospects or properties (including the Project) of the Issuer, the Company or the Guarantors have occurred, between the date hereof and the Closing Date; and (ii) The financial statements of the Company heretofore delivered to the Purchaser have been prepared in which case such representation accordance with generally accepted accounting principles applied on a consistent basis throughout the period involved and warranty fairly present the Company's consolidated financial condition as of the date or dates thereof, and there has been no material adverse change in the Company's financial condition or operations since December 31, 1997. (g) On or prior to the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds and the Loan Documents by the Issuer, the Company and the Guarantors shall have been true taken, and correct as of such earlier datethe Issuer, except in the case of representations Company and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller Guarantors shall each have performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement to be performed or complied with it by this Agreement, the Bonds and the Loan Documents, and each party shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply to each such party, and each of such agreements shall be in full force and effect and shall not have been amended, modified or supplemented, except as has been agreed to in writing by the Purchaser. (h) Each of the Loan Documents and the Guaranties shall have been executed and delivered by each of the respective parties thereto, all such documents shall be in forms exhibited to the Purchaser on the date hereof with only such changes as the Purchaser may approve in writing, and each of the Loan Documents and the Guaranties shall be in full force and effect. (i) None of the events referred to in Section 9 of this Agreement shall have occurred. (j) The Purchaser shall have received a certificate, dated the Closing Date and signed on behalf of the Issuer, to the effect that: (i) the Issuer has not received notice of any pending, nor to the Issuer's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the Issuer, at law or in equity, by or before any court, public board or body, nor to the Issuer's knowledge is there any basis therefor, affecting the existence of the Issuer or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the Issuer, (B) the use of the proceeds of the Bonds to permanently finance the Project, (C) the validity or enforceability of the Bonds, any proceedings of the Issuer taken with respect to the Bonds, or any of the Loan Documents to which it is a party, (D) the execution and delivery of this Agreement or the Bonds, or (E) the power of the Issuer to carry out the transactions contemplated by this Agreement, the Bonds, the Indenture or any of the Loan Documents which the Issuer is a party; and (ii) the Issuer has complied with all the covenants and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing;Closing Date, and the representations and warranties of the Issuer contained herein and in each of the Loan Documents to which it is a party are true and correct as of the Closing Date. (ck) During the period from the date of this Agreement until the Closing, no event The Purchaser shall have occurred that has had, or would reasonably be expected received an opinion of counsel to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated;the Guarantors, dated the Closing Date and addressed to the Purchaser in form and substance reasonably acceptable to the Purchaser. (fl) The Purchaser shall have received certificates dated the Closing Date from the Company and the Guarantors to the effect that the Company and the Guarantors have complied with all of the covenants and satisfied all of the conditions to be performed or satisfied by it on or prior to the Closing Date, and the representations and warranties of the Company and the Guarantors contained in this Agreement and in each of the Loan Documents to which it is a party are true, correct and complete as of the Closing Date, and it has full legal right, power and authority to enter into and carry out the transactions contemplated by the Loan Documents and the Guaranties. (m) The Purchaser shall have received a certificate, dated the Closing Date and signed by an authorized officer of the Seller Trustee, to the effect that (i) he or she is an authorized officer of the conditions set forth Trustee, (ii) the Indenture has been duly executed and delivered by the Trustee, (iii) the Trustee has all necessary corporate and trust powers required to carry out the trust created by the Indenture, (iv) to the best of his or her knowledge, the acceptance by the Trustee of the duties and obligations of the Trustee under the Indenture and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Trustee is subject or by which the Trustee is bound, and (v) the Trustee has duly authenticated the Bonds, and the person signing the certificate of authentication on each Bond has been duly authorized to do so. (n) Evidence, reasonably satisfactory in Sections 7.2(a)form and substance to the Purchaser and Bond Counsel, 7.2(b) of a satisfactory and 7.2(c) favorable conclusion to a bond validation proceeding under the laws of the State with respect to the Bonds shall have been satisfied;received. (go) The consents Such additional certificates, opinions and approvals listed on Section 7.2(g) other documents as the Purchaser or Bond Counsel may reasonably request to evidence performance of or compliance with the provisions of this Agreement and the transactions contemplated hereby and by the issuance and sale of the Seller’s Disclosure Schedule Bonds, all such certificates and other documents to be reasonably satisfactory in form and substance to the Purchaser, shall have been obtainedreceived. (p) If any conditions to the obligations of the Purchaser or the Issuer contained in this Agreement are not satisfied and the satisfaction of such conditions shall not be waived by the Purchaser, then, at the option of the Purchaser (i) the Closing Date shall be postponed for such period as may be deemed necessary for such conditions to be satisfied or (ii) without limiting the generality of Section 14 of this Agreement, the obligations of the Purchaser and the Issuer under this Agreement shall terminate, neither the Purchaser nor the Issuer shall have any further obligations or liabilities hereunder, and the notices listed on Company shall have no further obligations or liabilities hereunder other than its obligations under Section 7.2(g5 hereof. (q) All of the Seller’s Disclosure Schedule shall have been givenlegal opinions, certificates, proceedings, instruments and each such consent, approval and notice other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Purchaser, in full force Purchaser and effect and not subject to the satisfaction of any condition that has not been satisfied;Issuer. (hr) As of the Closing Date, no event of default (as defined in the Loan Documents) shall have occurred and be continuing, nor shall any event have occurred and be continuing as of the Closing Date which, with the lapse of time, would constitute such a default. (s) The Purchaser shall have received received, in immediately available funds, payment of the funds sufficient to pay the Closing Date Purchase Price $10,000 fee from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) Company payable pursuant to the Purchaser all agreements and other documents required to be executed and delivered to commitment letter between the Purchaser pursuant to this Agreement at or prior to and the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Company.

Conditions to Obligations of the Purchaser. The obligation All obligations of the Purchaser to consummate hereunder are subject, at the transactions contemplated by this Agreement is subject option of Purchaser, to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditionsconditions at or prior to the Closing, and the Company shall use its best efforts to cause such conditions to be fulfilled: (ai) Each All representations and warranties of the Seller’s Fundamental Representations Company contained herein or in any Schedule or document delivered pursuant hereto shall be true and correct in all material respectsrespects when made and shall be deemed to have been made again at and as of the date of the Closing Date, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall then be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;material respects. (bii) The Seller shall have performed or complied in all material respects with all All covenants, agreements and obligations and covenants required by the terms of this Agreement to be performed or complied with by it the Company at or prior to before the Closing;Closing shall have been duly and properly performed in all material respects. (ciii) During the period from Since the date of this Agreement until the ClosingAgreement, no event there shall not have occurred that has hadany material adverse change in the condition (financial or otherwise), business, properties or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees prospects of the Company and its Subsidiaries shall have been terminated;or the Subsidiary or the Assets or the Subsidiary's assets. (fiv) The Purchaser On the Closing Date, the Agreed Upon Accounts Payables shall have received certificates dated as not exceed Three Million Five Hundred Thousand ($3,500,000) U.S. Dollars and there shall be no material adverse change with respect to the Pro Forma Financial Statements, or the business or affairs of the Closing Date and signed by Company or the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;Subsidiary. (gv) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents All schedules required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including and all certificates, documents and instruments required to be delivered (and, as applicable, executed) at or prior to the Purchaser at the Closing pursuant Closing, including but not limited to these documents described in Section 2.5(a)4(a)(i) - 4(a)(xviii) above, shall have been so delivered (and, as applicable, executed). (vi) There shall be delivered to Purchaser a certificate executed by the President and Secretary of each of the Company and the Subsidiary, dated the date of the Closing, certifying that all of the conditions set forth in this Section 14(b) have been fulfilled. (vii) There shall be no additional material liability of any nature whatsoever accruing to Purchaser with respect to this Agreement or the transaction contemplated hereby.

Conditions to Obligations of the Purchaser. The (a) Requirements for Initial Closing Date Disbursements. With respect to the obligation of the Purchaser to consummate purchase and pay for a portion of the Bonds on the Initial Closing Date and the obligation of the Issuer to sell a portion of the Bonds to the Purchaser on the Initial Closing Date, the following conditions precedent shall have been satisfied: i. The Issuer shall have received the approving opinion of Bond Counsel dated the Initial Closing Date in form and substance acceptable to the Purchaser, and the Purchaser shall have received a letter from Bond Counsel dated the Initial Closing Date and addressed to the Purchaser, to the effect that the Purchaser may rely upon such firm's opinion as if it were addressed to the Purchaser. ii. The Purchaser shall have received the opinion of counsel to the Issuer, dated the Initial Closing Date and addressed to the Purchaser in form and substance acceptable to the Purchaser. iii. On or prior to the Initial Closing Date, all actions required to be taken as of the Initial Closing Date in connection with the Bonds, the Resolution and the Bond Documents by the Issuer and the Company shall have been taken, and the Issuer and the Company shall each have performed or complied with the terms of this Contract, the Bonds, the Resolution and the Bond Documents, and each party shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply to each such party, and each of such agreements shall be in full force and effect and shall not have been amended, modified or supplemented, except as has been agreed to in writing by the Purchaser. iv. Each of the Bond Documents shall have been executed and delivered by each of the respective parties thereto, all such documents shall be in forms exhibited to the Purchaser on the date hereof with only such changes as the Purchaser may approve in writing, and each of the Bond Documents shall be in full force and effect. v. The Purchaser shall have received a certificate, dated the Initial Closing Date and signed on behalf of the Issuer, to the effect that: (1) the Issuer has not received notice of any pending, nor to the Issuer's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the Issuer, at law or in equity, by or before any court, public board or body, nor to the Issuer's knowledge is there any basis therefor, affecting the existence of the Issuer or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the Issuer, (B) the use of the proceeds of the Bonds to finance the Project, (C) the validity or enforceability of the Bonds, any proceedings of the Issuer taken with respect to the Bonds, or any of the Bond Documents to which it is a party, (D) the execution and delivery of this Contract or the Bonds, or (E) the power of the Issuer to carry out the transactions contemplated by this Agreement Contract, the Bonds, the Indenture or any of the Bond Documents to which the Issuer is subject a party; and (2) the Issuer has complied with all the covenants and satisfied all of the conditions on its part to be performed or satisfied at or prior to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (a) Each of the Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Initial Closing Date, except and the representations and warranties of the Issuer contained herein and in each case of the Bond Documents to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been it is a party are true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;Initial Closing Date. (b) vi. The Seller Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior received an opinion of counsel to the Closing;Company, dated the Initial Closing Date and addressed to the Purchaser in form and substance acceptable to the Purchaser. (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) vii. The Purchaser shall have received certificates dated the Initial Closing Date from the Company to the effect that the Company has complied with all of the covenants and satisfied all of the conditions to be performed or satisfied by it on or prior to the Initial Closing Date, and the representations and warranties of the Company contained in this Contract and in each of the Bond Documents to which it is a party are true, correct and complete as of the Initial Closing Date, and it has full legal right, power and authority to enter into and carry out the transactions contemplated by the Bond Documents. viii. The Purchaser shall have received a certificate, dated the Initial Closing Date and signed by an authorized officer of the Seller Trustee, to the effect that the conditions set forth in Sections 7.2(a), 7.2(b(i) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) he or she is an authorized officer of the Seller’s Disclosure Schedule shall have Trustee, (ii) the Indenture has been obtainedduly executed and delivered by the Trustee, (iii) the Trustee has all necessary corporate and trust powers required to carry out the trust created by the Indenture, (iv) to the best of his or her knowledge, the acceptance by the Trustee of the duties and obligations of the Trustee under the Indenture and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Trustee is subject or by which the Trustee is bound, and (v) the Trustee has duly authenticated the Bonds, and the notices listed person signing the certificate or authentication on Section 7.2(g) of the Seller’s Disclosure Schedule shall have each Bond has been givenduly authorized to do so. ix. Evidence, and each such consent, approval and notice shall be satisfactory in form and substance to the Purchaser and Bond Counsel, of a satisfactory and favorable conclusion to a bond validation proceeding under the laws of the State with respect to the Bonds shall have been received. x. None of the events referred to in Section 9 of this Contract shall have occurred. xi. Such additional certificates, opinions and other documents as the Purchaser or Bond Counsel may reasonably request prior to the Initial Closing Date to evidence performance of or compliance with the provisions of this contract and the transactions contemplated hereby and by the issuance and sale of the Bonds, all such certificates and other documents to be satisfactory in form and substance to the Purchaser, shall have been received. If any conditions to the obligations of the Purchaser or the Issuer contained in full force this Contract are not satisfied and effect and not subject to the satisfaction of any condition that has such conditions shall not been satisfied; (h) The be waived by the Purchaser, then, at the option of the Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on the Initial Closing Date shall be postponed for such period as may be necessary for such conditions to be satisfied or (ii) without limiting the generality of Section 7.2(i) 14 of this Contract, the obligations of the Purchaser’s Disclosure Schedule Purchaser and the Issuer under this Contract shall be satisfied; and (j) The Seller terminate, and neither the Purchaser nor the Issuer shall have executed any further obligations or liabilities hereunder, and delivered (the Company shall have no further obligations or caused to be executed and delivered) to the Purchaser all agreements and liabilities hereunder other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to than its obligations under Section 2.5(a))5 hereof.

Conditions to Obligations of the Purchaser. The In addition to the terms and provisions of Section 2.3, the obligation of the Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (satisfaction, or the waiver in writing by the Purchaser in its at Purchaser’s sole and absolute discretion) , of all the following further conditions: (a) (i) Each of the Seller’s Fundamental Representations Company and the Sellers shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing Date, (ii) the representations and warranties of the Company and the Sellers contained or referred to in this Agreement, the Additional Agreements and in any certificate or other writing delivered by the Company and the Sellers pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation as if made at and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except date with only such exceptions as could not in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not aggregate reasonably be expected to result in have a Material Adverse Effect; , (biii) The Seller there shall have performed been no event, change or complied in all material respects occurrence which individually or together with all obligations and covenants required by this Agreement to be performed any other event, change or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closingoccurrence, no event shall have occurred that has had, or would could reasonably be expected to have, have a Material Adverse Change or a Material Adverse Effect;, regardless of whether it involved a known risk. (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (fb) The Purchaser shall have received certificates dated as (i) copies of resolutions duly adopted by (a) the Board of Director(s), Shareholders or Members of the Closing Date Sellers, the Company and signed each of Subsidiaries, authorizing this Agreement and the Additional Agreements (if necessary) and the transactions contemplated hereby and thereby, (ii) the updated register of shareholder or members and/or the register of directors of the Company and Sellers reflecting the change of shareholders, members and directors for the purpose of this Transaction, which shall be certified by their registered agents, (iii) a share certificate of Company reflecting owning all the Exchange Shares by the Seller Sellers; (iv) a PRC legal opinions on the Company and Subsidiaries, the form and content of which has been attached hereto as Exhibit F, and (v) a certificate of the chairman or person in the similar position of the Sellers, the Company and each of Subsidiaries certifying each of the foregoing, completion of covenants and correctness of representations and warranties and as to signatures of the effect that the conditions set forth in Sections 7.2(a), 7.2(bofficer(s) authorized to execute this Agreement and 7.2(c) shall have been satisfied;any certificate or document to be delivered pursuant hereto. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (hc) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s updated Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant Schedules to this Agreement at or as of a date within three days prior to the Closing Date. (including all certificates, documents d) The original stock ledgers and instruments required to minute books of the Company shall be delivered to the Purchaser at Purchaser. (e) The Additional Agreements shall be in full force and effect or become effective on the Closing pursuant to Section 2.5(a))Date.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to acquire the Success Equity Interests and to consummate the transactions contemplated by this Agreement is other Contemplated Transactions shall be subject to the satisfaction (satisfaction, at or waiver in writing by prior to the Purchaser in its sole discretion) Closing, of the following further conditions:conditions (any of which may be waived by in writing the Purchaser): (a) Each of the Seller’s Fundamental Representations representations and warranties in Article II and Article III shall be have been true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects (disregarding any materiality qualifications set forth therein) as of the Closing Effective Date as if made at and as of the Closing Date, except in each case to the extent that such representation case, except for those representations and warranty refers specifically warranties which expressly relate to an earlier date, date (in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect); (b) The the Seller Parties shall have performed or complied in performed, as applicable, all material respects with all obligations of the covenants and covenants agreements required by this Agreement to be performed by them under this Agreement or complied with by it any of the other Transaction Documents at or prior to the ClosingClosing in all material respects; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that there has had, or would reasonably be expected to have, not been a Success Company Material Adverse Effect; (d) The Company and its Subsidiaries each Key Management Team Member shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryhave entered into his New Employment Agreement; (e) All of the Employees of the Company and its Subsidiaries Seller Parties shall have been terminatedprovided the Purchaser with (i) proof of continuous malpractice coverage and the No Loss Warranty Letter in the form attached as Exhibit C, and (ii) a certificate of insurance evidencing such coverage in a form acceptable to the Purchaser; (f) The the Seller Parties shall have made or delivered all filings and notices, and shall have obtained all consents and approvals set forth on Section 5.5 of the Seller Disclosure Letter, in each case in a form reasonably acceptable to the Purchaser, as required to convey, transfer and assign the Success Equity Interests to the Purchaser and to consummate the Contemplated Transactions; (g) Greenbrook shall have received certificates dated the Greenbrook Shareholder Approval; (h) Greenbrook shall have received the consents set forth on Section 7.2(h) of the Seller Disclosure Letter, in form and substance reasonably acceptable to the Purchaser; and (i) the Seller Parties shall have delivered (or caused to be delivered) to the Purchaser the following agreements, documents and other items: (i) amended and restated limited liability company agreement of Success identifying the Purchaser as the sole member; (ii) an executed counterpart signature page of the applicable Seller Parties to the Escrow Agreement; (iii) an executed counterpart signature page from each of the owners of the Medical Practices to their respective Management Services Agreement; (iv) an executed counterpart signature page of each of the Seller Parties to the Lock-Up Agreement; (v) an executed counterpart signature page from each of the Medical Practices and the members of the Medical Practices to their respective Stock Transfer Restriction Agreements; (vi) an executed counterpart signature page of Bxxxxxxx Xxxxx to the Investors Rights Agreement; (vii) an executed counterpart signature page of the Seller LLCs to the Registration Rights Agreement; (viii) a duly executed IRS Form W-9 or other certification pursuant to Treasury Regulations Section 1.1445-2(b) for each Seller Party certifying that such Seller Party is not a foreign person within the meaning of Section 1445 of the Code; (ix) an executed counterpart signature page of each of Bxxxxxxx Xxxxx and Kxxxxxx Xxxxxxxxx to his New Employment Agreement; (x) the written resignations of each officer and member of the board of directors or managers of each of the Transferred Companies effective as of the Closing Date Closing, in form and substance reasonably satisfactory to the Purchaser; (xi) a certificate signed by the Sellers’ Representative on behalf of the Seller to the effect Parties certifying that the conditions set forth specified in Sections 7.2(a), Section 7.2(b) and 7.2(c) shall have been satisfied; (gxii) The consents and approvals listed a certificate on Section 7.2(g) behalf of the Seller’s Disclosure Schedule shall have been obtainedSeller Parties executed by the Sellers’ Representative certifying that attached thereto are (i) true and complete copies of all resolutions, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, adopted by the boards of managers (or an equivalent governing body thereof) of the Seller and the Transferred Companies approving the Contemplated Transactions and that all such resolutions are in full force and effect effect, (ii) true, correct and not subject complete copies of Governing Documents of the Transferred Companies, and (iii) a true, correct and complete list of all officers and managers of the Transferred Companies as of immediately prior to the satisfaction of any condition that has not been satisfiedClosing; (hxiii) The Purchaser shall have received certificates, executed by the funds sufficient proper official, as to pay the good standing of each of the Transferred Companies to do business in its jurisdiction of formation or incorporation, dated within five (5) days prior to the Closing Date Purchase Price from the Financing or otherwiseDate; (ixiv) The condition identified on Section 7.2(i) payoff letters related to any Indebtedness of any of the Purchaser’s Disclosure Schedule Transferred Companies other than the Closing Indebtedness to be assumed by Purchaser at Closing and evidence that all Encumbrances on the Transferred Companies, their respective assets and/or Equity Interests shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement released at or prior to the Closing (Closing, including all certificates, documents and instruments required completed copies of UCC-3 termination statements related to such Encumbrances to be delivered filed on the Closing Date (or written authorization from the holders of such Encumbrances to file UCC-3 termination statements upon payment of the amount stated in such holder’s payoff letters), in each case in form and substance reasonably satisfactory to the Purchaser; (xv) a final invoice with respect to the fees disclosed on Section 2.6 of the Seller Disclosure Letter and Section 3.14 of the Seller Disclosure Letter; (xvi) a termination and general release from each of the plaintiffs in the Pending Litigations; and (xvii) evidence of termination of the agreements set forth on Section 7.2(i)(xv) of the Seller Disclosure Letter; and (xviii) such other documents, instruments, certificates or consents relating the Business or the Contemplated Transactions as the Purchaser at the Closing pursuant to Section 2.5(a))or Greenbrook may reasonably request.

Conditions to Obligations of the Purchaser. The Purchaser’s obligation of to purchase the Purchaser to consummate the transactions contemplated by this Agreement Accrued Receivable is subject to the reasonable satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each Purchaser shall have received a complete copy of the Seller’s Fundamental Representations documentation specified on Schedule 2-A hereto; (ii) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (biii) The Seller shall be in compliance with each term, covenant and other provision of this Agreement applicable to Seller in all material respects; (iv) no event shall exist on the Purchase Date that would give rise to an Event of Repurchase with respect to the Accrued Receivable; (v) receipt by Purchaser of a duly executed copy of the Indemnity Agreement substantially in the form attached as Exhibit B; (vi) receipt by Purchaser of a copy of Seller’s errors and omissions insurance policy as currently in effect (it being understood that Seller’s policy is part of Health Dialog Services Corporation’s policy and that such policy is included in the Data Room (as hereinafter defined)); (vii) receipt by Purchaser of a copy of Seller’s directors and officers liability insurance policy as currently in effect (it being understood that Seller’s policy is part of Rite Aid Corporation’s policy and that such policy is included in the Data Room); (viii) no Insolvency Event with respect to Seller shall have performed or complied in all material respects with all obligations occurred and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing;continuing; and (cix) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as each of the Closing Date following documents, each dated such date: (A) a certificate of the Secretary or Assistant Secretary of Seller (or any person acting in such capacity) substantially in the form attached as Exhibit C, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Seller to the effect that the conditions set forth in Sections 7.2(a)execute and deliver this Agreement and any other documents to be executed or delivered by it hereunder, 7.2(b) together with its Organizational Documents and 7.2(c) shall have been satisfiedboard resolutions, evidencing corporate action necessary for Seller to execute, deliver and perform its obligations under this Agreement; (gB) The consents and approvals listed on Section 7.2(g) a copy of a proper Uniform Commercial Code financing statement substantially in the form attached as Exhibit D, identifying Seller as “seller” of the Seller’s Disclosure Schedule shall have been obtained, Purchased Receivable and the notices listed on Section 7.2(g) Purchaser as “buyer” of the Seller’s Disclosure Schedule shall have Purchased Receivable, together with evidence that it has been given, and each such consent, approval and notice shall be duly filed on the initial Purchase Date or that instructions are in form and substance reasonably satisfactory place to file immediately thereafter with the Purchaser, in full force and effect and not subject to the satisfaction Ohio Secretary of any condition that has not been satisfiedState; (hC) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price a good standing certificate for Seller from the Financing or otherwiseOffice of the Secretary of State for the State of Ohio; (iD) The condition identified on Section 7.2(i) a “true sale” opinion of counsel to Seller substantially in the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit E; and (jE) The opinions of counsel to Seller shall have executed and delivered (or caused with respect to be executed and delivered) to corporate matters of Seller substantially in the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).forms attached as Exhibit F.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (ai) Each of the Seller’s Fundamental Representations warranties set forth in Sections 6.1, 6.2, 6.3 and 6.5 hereof shall be true and correct accurate in all material respectsrespects and not misleading at, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of of, the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (bii) The the Seller shall have performed or and complied with its covenants set forth in Article IV hereunder in all material respects with through the Closing; (iii) no injunction, judgment, order, decree, ruling, or charge shall have been issued by any court or quasi-judicial or administrative agency of any national, state, local, or foreign jurisdiction or by any arbitrator the effect of which would prohibit consummation of the Acquisition; (iv) the receipt of all obligations approvals, permits, consents and covenants required authorizations, if any, by this Agreement any relevant governmental authority, including, without limitation, the UAC, which may be necessary under applicable law to be performed or consummate the Acquisition; (v) each participant of the Company (other than the Parties and their Controlled Affiliates) shall have delivered a valid and binding Participant’s Waiver or, in the alternative, the Seller has complied with and completed all procedures required under Ukrainian Law in order to validly and effectively offer the Participation Interest to each participant of the Company (other than the Parties) to give effect to any pre-emptive rights and/or rights of first refusal such participants may have in relation to the sale and transfer of the Participation Interest; (vi) the Seller shall have delivered to the Purchaser a certificate in the form of Exhibit G to the effect that each of the conditions specified above in Section 8.1(i), (ii), (iii), and(v) is satisfied in all respects or waived by the Purchaser; (vii) the Escrow Account shall have been established prior to the Closing in accordance with the Escrow Agreement; (viii) the Purchaser shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company after the Closing; (ix) the Control Acquisition Date shall have occurred; and (x) the Seller shall have received a license from the National Bank of Ukraine to maintain the Purchase Price in the escrow account pursuant to the Escrow Agreement. The Purchaser may waive in whole or in part any condition specified in this Section 8.1 if in writing and executed by a duly authorized executive officer of Purchaser at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement is Bonds and the obligation of the City to sell the Bonds to the Purchaser shall be subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions precedent: (a) Each The City shall have performed all of its obligations hereunder and the statements made on behalf of the Seller’s Fundamental Representations City hereunder shall be true and correct in all material respects, on the date hereof and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of on the Closing Date Date, as if made at on the Closing Date, and the City shall deliver a certificate to such effect. (b) Except as may have been agreed to by the Purchaser, as of the Closing Date, except each of the Bond Documents and all other official actions of the City relating thereto shall be in each case full force and effect and shall not have been amended, modified or supplemented. (c) The City shall have received the approving opinion of Xxxxxx Snow LLP, Bond Counsel, in form and substance acceptable to the extent that such representation Purchaser. (d) The Purchaser shall have received the opinion of counsel to the City, Xxx Xxxxx, Esquire, Tupelo, Mississippi, dated the Closing Date and warranty refers specifically addressed to an earlier datethe Purchaser, in which case such representation form and warranty substance acceptable to the Purchaser. (e) Between the date of this Agreement and the Closing Date, no material adverse change shall have occurred, nor shall any development have occurred involving a prospective material and adverse change in, or affecting the affairs, business, financial condition, results of operations, prospects or properties of the City. (f) On or prior to the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds and the Bond Documents by the City shall have been true taken, and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller City shall have performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it at this Agreement, the Bonds and the Bond Documents, and the City shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply, and each of such agreements shall be in full force and effect and shall not have been amended, modified or prior supplemented, except as has been agreed to in writing by the Closing;Purchaser. (cg) During None of the period from the date events referred to in Paragraph 7, infra, of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect;occurred. (dh) The Company terms and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries conditions set forth in ATTACHMENT A hereto shall have been terminated;complied with. (fi) The Purchaser shall have received certificates a certificate, dated as of the Closing Date and signed by on behalf of the Seller City, to the effect that that: (1) the conditions set forth City has not received notice of any pending, nor to the City's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the City, at law or in Sections 7.2(a)equity, 7.2(bby or before any court, public board or body, nor to the City's knowledge is there any basis therefor, affecting the existence of the City or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Tax Increment pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the existence and 7.2(cpowers of the City, (B) shall have been satisfiedthe use of the proceeds of the Bonds, (C) the validity or enforceability of the Bonds, the Bond Resolution or any proceedings of the City taken with respect to the Bonds, (D) the execution and delivery of this Agreement or the Bonds or (E) the power of the City to carry out the transactions contemplated by this Agreement or the Bonds; (g2) The consents the City has complied with all the covenants and approvals listed on Section 7.2(g) satisfied all of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed conditions on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused its part to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement performed or satisfied at or prior to the Closing Date, and the representations and warranties of the City contained herein are true and correct as of the Closing Date. (including all certificatesj) Evidence, documents satisfactory in form and instruments required to be delivered substance to the Purchaser and Bond Counsel, of a satisfactory and favorable conclusion to a bond validation proceeding under the laws of the State with respect to the Bonds shall have been received. (k) The Purchase shall receive copies of such supplemental resolutions adopted by the City to meet the conditions of this Agreement. (l) Such additional opinions and other documents as the Purchaser or Bond Counsel may reasonably request to evidence performance of or compliance with the provisions of this Agreement and the transactions contemplated hereby, all such Bonds and other documents to be satisfactory in form and substance to the Purchaser, shall have been received. (m) If any conditions to the obligations of the Purchaser or the City contained in this Agreement are not satisfied and the satisfaction of such conditions shall not be waived by the Purchaser and the City, then, at the option of the Purchaser and the City, the Closing pursuant Date, (1) shall be postponed for such period as may be necessary for such conditions to Section 2.5(a))be satisfied, or (2) without limiting the generality of Paragraph 12 of this Agreement, the obligations of the Purchaser and the City under this Agreement shall terminate, and neither the Purchaser nor the City shall have any further obligations or liabilities hereunder. All of the legal opinions, Bonds, proceedings, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Purchaser and the City.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate effect the transactions contemplated by this Agreement Closing is subject to the satisfaction (or waiver in writing by delivered to the Purchaser in its sole discretion) Sellers of each of the following further conditionsconditions precedent: (a) Each The representations and warranties of the Seller’s Fundamental Representations Sellers set forth in this Agreement and in the Seller Documents that are qualified as to materiality shall be true and correct and the representations and warranties of the Sellers that are not qualified as to materiality shall be true and correct in all material respects, and in each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects case, as of the Closing Date as if though made at and as of the Closing DateClosing; provided that, except in each case to the extent that any such representation and or warranty refers specifically to an earlier speaks as of a specified date, in which case such representation and warranty shall have been it need only be true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;. (b) The Seller Each of the Sellers shall have performed or complied and complied, in all material respects respects, with all obligations its agreements and covenants (in each case, disregarding any materiality qualifiers contained therein) required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing;. (c) During the period from the date of this Agreement until The Title Company shall, at the Closing, no event be irrevocably and unconditionally committed to issue each of the Title Policies upon payment of the premium and the application of the Purchase Price to the repayment of any Indebtedness encumbering the Assets , and such Title Policies shall have occurred that has hadnot contain any exceptions to title other than the standard preprinted exceptions (unless the Purchaser pays for extended coverage, or would reasonably be expected to have, a Material Adverse Effect;in which case the standard preprinted exceptions shall not appear in the Title Policy) and the Permitted Liens. (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All Each of the Employees of the Company and its Subsidiaries Sellers shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents Title Company their respective Seller Documents and instruments required to be delivered to provided the Purchaser at the Closing pursuant to items listed in Section 2.5(a)9.2(a). (e) Purchaser shall have obtained from a bank, insurance company, institutional lender or other financing source satisfactory to Purchaser, a loan secured by a first priority security Lien on the Seller Real Property in such amount and upon such other terms as Purchaser may approve in Purchaser’s sole and absolute discretion, and such loan shall be funded contemporaneously with the Closing.

Conditions to Obligations of the Purchaser. The Purchaser’s obligation of to purchase the Purchaser to consummate the transactions contemplated by this Agreement Accrued Receivable is subject to the reasonable satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each Purchaser shall have received a complete copy of the Seller’s Fundamental Representations documentation specified on Schedule 2-A hereto; (ii) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (biii) The Seller shall be in compliance with each term, covenant and other provision of this Agreement applicable to Seller in all material respects; (iv) no event shall exist on the Purchase Date that would give rise to an Event of Repurchase with respect to the Accrued Receivable; (v) receipt by Purchaser of a duly executed copy of the Indemnity Agreement substantially in the form attached as Exhibit B; (vi) receipt by Purchaser of a copy of the binder associated with Seller’s errors and omissions insurance policy as currently in effect, for which the order to bind was issued on January 31, 2021 (it being understood that Seller’s policy is part of Health Dialog Services Corporation’s policy and that such policy is included in the Data Room (as hereinafter defined)); (vii) receipt by Purchaser of a copy of Seller’s directors and officers liability insurance policy as currently in effect (it being understood that Seller’s policy is part of Rite Aid Corporation’s policy and that such policy is included in the Data Room); (viii) no Insolvency Event with respect to Seller shall have performed or complied in all material respects with all obligations occurred and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing;continuing; and (cix) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as each of the Closing Date following documents, each dated such date: (A) a certificate of the Secretary or Assistant Secretary of Seller (or any person acting in such capacity) substantially in the form attached as Exhibit C, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Seller to the effect that the conditions set forth in Sections 7.2(a)execute and deliver this Agreement and any other documents to be executed or delivered by it hereunder, 7.2(b) together with its Organizational Documents and 7.2(c) shall have been satisfiedboard resolutions, evidencing corporate action necessary for Seller to execute, deliver and perform its obligations under this Agreement; (gB) The consents and approvals listed on Section 7.2(g) a copy of a proper Uniform Commercial Code financing statement substantially in the form attached as Exhibit D, identifying Seller as “seller” of the Seller’s Disclosure Schedule shall have been obtained, Purchased Receivable and the notices listed on Section 7.2(g) Purchaser as “buyer” of the Seller’s Disclosure Schedule shall have Purchased Receivable, together with evidence that it has been given, and each such consent, approval and notice shall be duly filed on the initial Purchase Date or that instructions are in form and substance reasonably satisfactory place to file immediately thereafter with the Purchaser, in full force and effect and not subject to the satisfaction Ohio Secretary of any condition that has not been satisfiedState; (hC) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price a good standing certificate for Seller from the Financing or otherwiseOffice of the Secretary of State for the State of Ohio; (iD) The condition identified on Section 7.2(i) a “true sale” opinion of counsel to Seller substantially in the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit E; and (jE) The opinions of counsel to Seller shall have executed and delivered (or caused with respect to be executed and delivered) to corporate matters of Seller substantially in the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).forms attached as Exhibit F.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement Sale Shares at Completion is subject to the fulfilment to its satisfaction (on or waiver prior to the Completion Date of each of the following conditions, it being understood that these conditions are included for the exclusive benefit of the Purchaser and may be waived, in writing whole or in part, at any time prior to Completion, by the Purchaser in its sole discretion) of the following further conditionswriting: (ai) Each The Warranties of the Seller’s Fundamental Representations Vendor contained in this Agreement shall be true and correct in all material respectscorrect, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Completion Date as if though made at and as of on the Closing Completion Date, except for those Warranties the inaccuracy of which would not, either individually or in each case to the extent that such representation and warranty refers specifically to an earlier dateaggregate, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;Change (as hereinafter defined). (bii) The Seller covenants of the Vendor provided under Clauses 3.3; 6.1.2 (iii), (iv) and (v); 6. 1.1 as it relates to items (b), (c) (insofar as it relates to a material Encumbrance), (d), (e) (insofar as it relates to the Management), (f) (insofar as it relates to the Management), (h), (i), (j), (k), (l), (m) (insofar as it relates to any agreement with the Vendor's Group, (p) and (q) as such last item pertains to the aforementioned items and Schedule 2 shall have be performed or complied with on the Completion Date; the other covenants, agreements and conditions contained in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at any Group Company and/or the Vendor on or prior to the Closing;Completion Date shall have been performed or complied with by said Group Company and/or the Vendor on the Completion Date in all material respects. (ciii) During the period from the date of this Agreement until the Closing, no event No Material Adverse Change (as hereinafter defined) shall have occurred that has hadbetween 30 September 2003 and the Completion Date. A "MATERIAL ADVERSE CHANGE" shall mean any event (but excluding general economic events) affecting or likely to negatively affect the condition (financial or otherwise), properties, business or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 results of parts inventory; (e) All operations of the Employees Group Companies taken as a whole save, for the avoidance of the Company doubt, any event which has been fairly and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) adequately disclosed to the Purchaser all agreements and other documents required to be executed and delivered to in the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Disclosure Letter.

Conditions to Obligations of the Purchaser. The Purchaser’s obligation of to purchase the Purchaser to consummate the transactions contemplated by this Agreement Accrued Receivable is subject to the reasonable satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each Purchaser shall have received a complete copy of the Seller’s Fundamental Representations documentation specified on Schedule 2-A hereto; (ii) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (biii) The Seller shall be in compliance with each term, covenant and other provision of this Agreement applicable to Seller in all material respects; (iv) no event shall exist on the Purchase Date that would give rise to an Event of Repurchase with respect to the Accrued Receivable; (v) receipt by Pxxxxxxxx of a duly executed copy of the Indemnity Agreement substantially in the form attached as Exhibit B; (vi) receipt by Purchaser of a copy of the binder associated with Seller’s errors and omissions insurance policy as currently in effect, for which the order to bind was issued on January 31, 2022 (it being understood that Seller’s policy is part of Health Dialog Services Corporation’s policy and that such policy is included in the Data Room (as hereinafter defined)); (vii) receipt by Pxxxxxxxx of a copy of Seller’s directors and officers liability insurance policy as currently in effect (it being understood that Seller’s policy is part of Rite Aid Corporation’s policy and that such policy is included in the Data Room); (viii) no Insolvency Event with respect to Seller shall have performed or complied in all material respects with all obligations occurred and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing;continuing; and (cix) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as each of the Closing Date following documents, each dated such date: (A) a certificate of the Secretary or Assistant Secretary of Seller (or any person acting in such capacity) substantially in the form attached as Exhibit C, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Seller to the effect that the conditions set forth in Sections 7.2(a)execute and deliver this Agreement and any other documents to be executed or delivered by it hereunder, 7.2(b) together with its Organizational Documents and 7.2(c) shall have been satisfiedboard resolutions, evidencing corporate action necessary for Seller to execute, deliver and perform its obligations under this Agreement; (gB) The consents and approvals listed on Section 7.2(g) a copy of a proper Uniform Commercial Code financing statement substantially in the form attached as Exhibit D, identifying Seller as “seller” of the Seller’s Disclosure Schedule shall have been obtained, Purchased Receivable and the notices listed on Section 7.2(g) Purchaser as “buyer” of the Seller’s Disclosure Schedule shall have Purchased Receivable, together with evidence that it has been given, and each such consent, approval and notice shall be duly filed on the initial Purchase Date or that instructions are in form and substance reasonably satisfactory place to file immediately thereafter with the Purchaser, in full force and effect and not subject to the satisfaction Ohio Secretary of any condition that has not been satisfiedState; (hC) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price a good standing certificate for Seller from the Financing or otherwiseOffice of the Secretary of State for the State of Ohio; (iD) The condition identified on Section 7.2(i) a “true sale” opinion of counsel to Seller substantially in the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit E; and (jE) The opinions of counsel to Seller shall have executed and delivered (or caused with respect to be executed and delivered) to corporate matters of Seller substantially in the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).forms attached as Exhibit F.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is Acquisition and effect the Closing shall be subject to the satisfaction (or or, in the sole and absolute discretion of the Purchaser, waiver in writing by the Purchaser in its sole discretion) Purchaser, at or prior to the Closing, of each of the following further conditions: (a) Each (i) The Seller’s representations and warranties in Section 4.04(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (ii) the Seller’s representations and warranties in Section 3.04 shall be true and correct in all respects (except for de minimis exceptions) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (iii) the Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty respects as of the Seller made in Article III 58 date of this Agreement and Article IV shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date, except in each case to the extent Date (other than those Seller’s Fundamental Representations that such representation and warranty refers specifically to an earlier are made as of a specified date, in which case case, such representation representations and warranty warranties shall have been be so true and correct in all material respects as of such earlier date), except in each case, disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” or any similar qualifications therein; (iv) the case of representations and warranties of the Seller in Article III and Article IV (other than the Seller’s Fundamental Representations and the Seller’s representations and warranties in Section 4.04(b) and Section 3.04) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct as of such date), in each case, disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” or any similar qualifications therein, except where the failure of such representations and warranties to be true and correct has not had, and would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect;; and (iv) the Purchaser shall have received a certificate signed by a senior officer of the Seller to such effect. (b) The Seller shall have performed or complied in all material respects with all covenants, obligations and covenants required by agreements contained in this Agreement to be performed or and complied with by it the Seller at or prior before the Closing shall have been performed and complied with in all material respects, and the Purchaser shall have received a certificate signed by a senior officer of the Seller to the Closing;such effect. (c) During The waiting periods or clearances required under the period from Antitrust Laws in the jurisdictions set forth on Section 9.01(c) of the Seller Disclosure Letter shall have expired or been terminated or otherwise obtained. (d) No Law shall have been enacted, entered or promulgated, and no Governmental Order shall have been issued by any court or other Governmental Authority, that remains in effect and that (i) enjoins or otherwise prohibits the consummation of the Closing or the consummation of the other transactions contemplated by this Agreement or (ii)(A) enjoins or otherwise prohibits the consummation of the transactions contemplated by the Ancillary Agreements and (B) such injunction or prohibition would materially and adversely impact the Purchaser’s ability to operate the Business following the Closing. (e) Since the date of this Agreement until the ClosingAgreement, no event there shall not have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company , and its Subsidiaries the Purchaser shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All have received a certificate signed by a senior officer of the Employees of the Company and its Subsidiaries shall have been terminated;Seller to such effect. (f) The Purchaser Seller shall have received certificates dated as of delivered, or caused to be delivered, the Closing Date and signed by the Seller to the effect that the conditions set forth GAAP Financial Statements in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;accordance with Section 6.18. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (delivered, or caused to be executed delivered, all documents, instruments and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments certificates required to be delivered to the Purchaser at the Closing pursuant to set forth in Section 2.5(a)2.07(a).

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (a) Each of the Seller’s Fundamental Representations shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated to be performed by this Agreement it in connection with the Closing is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (ai) Each of the Seller’s Fundamental Representations warranties set forth in Sections 6.1, 6.2, 6.3 and 6.5 hereof shall be true and correct accurate in all material respectsrespects and not misleading at, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of of, the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (bii) The the Seller shall have performed or and complied with its covenants set forth in Article V hereunder in all material respects with through the Closing; (iii) no injunction, judgment, order, decree, ruling, or charge shall have been issued by any court or quasi-judicial or administrative agency of any national, state, local, or foreign jurisdiction or by any arbitrator the effect of which would prohibit consummation of the Acquisition; (iv) the receipt of all obligations approvals, permits, consents and covenants required authorizations, if any, by this Agreement any relevant governmental authority, including, without limitation, the UAC, which may be necessary under applicable law to be performed or consummate the Acquisition; (v) each participant of the Company (other than the Parties and their Controlled Affiliates) shall have delivered a valid and binding Participant’s Waiver or, in the alternative, the Seller has complied with and completed all procedures required under Ukrainian Law in order to validly and effectively offer the Participation Interest to each participant of the Company (other than the Parties) to give effect to any pre-emptive rights and/or rights of first refusal such participants may have in relation to the sale and transfer of the Participation Interest; (vi) the Seller shall have delivered to the Purchaser a certificate in the form of Exhibit G to the effect that each of the conditions specified above in Section 9.1(i), (ii), (iii), and(v) is satisfied in all respects or waived by it the Purchaser; (vii) the Escrow Account shall have been established prior to the Closing in accordance with the Escrow Agreement; and (viii) the Control Acquisition Date shall have occurred. The Purchaser may waive in whole or in part any condition specified in this Section 9.1 if in writing and executed by a duly authorized executive officer of Purchaser at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate close under this Agreement and the transactions contemplated by this Real Property Purchase Agreement is subject to the satisfaction (fulfillment prior to or waiver in writing by at the Purchaser in its sole discretion) Closing Date of each of the following further conditions, any one or more of which may be waived by the Purchaser: (a) Each The representations, warranties and covenants of the Seller’s Fundamental Representations , the Manager and the Owner contained herein or otherwise delivered pursuant hereto shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if date when made, shall be deemed to be made again at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation shall be true at and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse EffectClosing Date; (b) The Seller Seller, the Manager and the Owner shall have performed or and complied in all material respects with all obligations agreements and covenants conditions required by this Agreement and the Real Property Purchase Agreement to be performed or complied with by it at or the Seller, the Manager and the Owner prior to or at the ClosingClosing Date; (c) During No material adverse change in the period from Business or in the date of this Agreement until the Closing, no event Assets shall have occurred that has hadbetween October 31, or would reasonably be expected to have, a Material Adverse Effect2005 and the Closing Date; (d) The Company and No federal, state or local governmental unit, agency, body or authority with competent jurisdiction over the subject matter shall have given official written notice of its Subsidiaries shall own no less than intention to institute proceedings to prohibit the Minimum Coal Inventory Amount and no less than $8,000,000 transaction contemplated by this Agreement or the Real Property Purchase Agreement, or which would interfere with the use of parts inventorythe Assets or the operation of the Business; (e) All of the Employees of the Company and its Subsidiaries No judgment, order or decree shall have been terminatedrendered by any governmental authority and no action shall have been instituted or threatened by any person which has the effect of enjoining or which seeks to enjoin the consummation of the transaction contemplated by this Agreement or the Real Property Purchase Agreement; (f) The Purchaser Seller, the Manager and the Owner shall have received certificates dated as of the Closing Date and signed by the Seller delivered to the effect that the conditions set forth in Sections 7.2(a)Purchaser an opinion of its legal counsel, 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtainedDxxxx X. Xxxxxx, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory acceptable to the PurchaserPurchaser and its counsel, addressing the due and proper authorization, execution and delivery and the enforceability of this Agreement or the Real Property Purchase Agreement and the instruments and documents executed in full force connection herewith and effect therewith and not subject to such other matters as the satisfaction of any condition that has not been satisfied;Purchaser or its counsel may reasonably require; and (hg) The Purchaser shall have received the funds sufficient audited and unaudited financial statements with respect to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) Seller that are required by Rule 3-05 of Regulation S-X of the Purchaser’s Disclosure Schedule shall be satisfied; and Securities Exchange Act of 1934, as amended, at least twenty (j20) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or business days prior to the Closing (including all certificates, documents and instruments required to Date. The audited financial statements shall be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).free of any

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is hereby are subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditions: (a) Each The representations and warranties of Apple and the Seller’s Fundamental Representations Sellers contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to with the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct same effect as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of though such representations and warranties to be true had been made on and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller as of the Closing; Apple and the Sellers shall have performed or and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or complied with by it Apple and the Sellers at or prior to the Closing;; and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Apple and by each Seller to the foregoing effects. (b) No action or proceeding shall have been instituted or threatened for the purpose or with the possible effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof. (c) During Each of the period from the date of this Agreement until the Closing, no event Sellers shall have occurred that has had, delivered to the Purchaser stock certificates evidencing the Shares owned by such Seller duly endorsed or would reasonably be expected accompanied by duly executed stock powers assigning such Shares to have, a Material Adverse Effect;the Purchaser and otherwise in good form for transfer. (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates an opinion of Xxxxxxx Xxxxxxxxxx, Esq., counsel for Apple and the Sellers, dated as of the Closing Date and signed by Date, substantially in the Seller form attached hereto as EXHIBIT B. (e) The Purchaser shall have received an opinion of Xxxx & Xxxxxxx, FCC counsel for Apple, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C. (f) Prior to the effect that Closing, there shall not have occurred any material casualty or damage (whether or not insured) to any facility, property, asset, or equipment used in connection with the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) operation of Apple's business; there shall have been satisfied;no material adverse change in the financial condition, business, properties, operations, or prospects of Apple since June 30, 1995; and Apple shall have conducted its operations only in the ordinary course consistent with past practices. (g) The FCC and all applicable state regulatory agencies, commissions, or other entities, by Final Order, shall have granted any required consent to the sale, transfer, and assignment of the Transferred Assets to the Purchaser and to the Purchaser's ownership and operation of the Transferred Assets. (h) As of the Closing Date, Apple shall have at least 41,500 pagers in service in the System and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of the Seller and the Sellers setting forth the number and type of pagers in service in the System. (i) As of the Closing Date, Apple's inventory shall include at least 850 new, unused current-model pagers and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Apple to the foregoing effect. (j) As of the Closing Date, the cash and cash equivalents of Apple (excluding accounts receivable) shall equal or exceed the amount of Apple's accounts payable. (k) All consents and approvals (i) listed on Section 7.2(gSCHEDULE 3.6 and (ii) otherwise required in connection with the execution, delivery, and performance of the Seller’s Disclosure Schedule this Agreement shall have been obtained, obtained or waived and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, all such consents and each such consent, approval and notice approvals shall be in form and substance content reasonably satisfactory to the Purchaser. (l) All necessary action (corporate or otherwise) shall have been taken by Apple to authorize, in full force approve, and effect adopt this Agreement and not subject the consummation and performance of the transactions contemplated hereby, and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Apple and the Sellers to the satisfaction of any condition that has not been satisfied;foregoing effect. (hm) Each of the Sellers shall have entered into a Noncompetition Agreement (a "Noncompetition Agreement") with the Purchaser substantially in the form attached hereto as EXHIBIT D. (n) The Sellers and ProNet shall have entered into a Registration Rights Agreement substantially in the form of EXHIBIT E providing that ProNet shall prepare and file with the Securities and Exchange Commission (the "SEC") a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the SEC) under the Securities Act (the "Shelf Registration") covering all of the ProNet Common Stock issued to the Sellers pursuant to this Agreement. (o) The Sellers, Best Page, the Purchaser, and the Escrow Agent shall have entered into an Indemnification Escrow Agreement substantially in the form of EXHIBIT A attached hereto. (p) The Purchaser and Best Page shall have completed the transactions contemplated by that certain Assignment and Xxxx of Sale (herein so called) by and among the Purchaser, Best Page and Xxxxxxx substantially in the form of EXHIBIT G attached hereto and the Purchaser, Best Page, and Xxxxxxx shall have entered into an Indemnification Agreement substantially in the form of EXHIBIT H attached hereto. (q) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise;resignations contemplated by Section 4.14 hereof. (ir) The condition identified on Section 7.2(i) At the Closing, the assets of the Purchaser’s Disclosure Schedule Apple shall be satisfied; and (j) The Seller shall have executed include an owner's title policy in form and delivered (or caused to be executed and delivered) substance acceptable to the Purchaser all agreements and other documents required to be executed and delivered with respect to the real property of Apple located at 0000-00 X. Xxxxxx Ave. (s) Apple and the Sellers shall have delivered such good standing certificates, officer's certificates, and similar documents and certificates as counsel for the Purchaser pursuant to this Agreement at or shall have reasonably requested prior to the Closing (including all certificates, documents and instruments required to be delivered to Date. The decision of the Purchaser at to consummate the Closing pursuant to Section 2.5(a))transactions contemplated hereby without the satisfaction of any of the preceding conditions shall not constitute a waiver of any of Apple's or any Sellers's respective representations, warranties, covenants, or indemnities herein.

Conditions to Obligations of the Purchaser. The obligation All obligations of the Purchaser to consummate hereunder are subject, at the transactions contemplated by this Agreement is subject option of Purchaser, to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditionsconditions at or prior to the Closing, and Sellers and the Company shall exert their best efforts to cause such conditions to be fulfilled: (ai) Each All representations and warranties of Sellers and the Seller’s Fundamental Representations Company contained herein or in any document delivered pursuant hereto shall be true and correct in all material respectsrespects when made and shall be deemed to have been made again at and as of the date of the Closing, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall then be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;material respects. (bii) The Seller shall have performed or complied in all material respects with all All covenants, agreements and obligations and covenants required by the terms of this Agreement to be performed by Sellers or complied with by it the Company at or prior to before the Closing;Closing shall have been duly and properly performed in all material respects. (ciii) During the period from Since the date of this Agreement until the ClosingAgreement, no event there shall not have occurred that has hadany material adverse change in the condition (financial or otherwise), business, properties, assets or would reasonably be expected to have, a Material Adverse Effect;prospects of the Company. (div) The Company There shall be delivered to Purchaser a certificate executed by the President and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees Secretary of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as by each of the Closing Date and signed by Sellers, dated the Seller to date of the effect that Closing, certifying the conditions set forth in Sections 7.2(aparagraphs (i), 7.2(b(ii) and 7.2(c(iii) shall of this Section 15(b) have been satisfied;fulfilled. (gv) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other All documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing shall have been so delivered. (including vi) Purchaser shall have received an opinion of Sellers' counsel, dated the date of the Closing, substantially in accordance with Schedule 4(a)(vi) annexed hereto. (vii) Purchaser and the Company shall have obtained the necessary approvals under the HSR Act and any other necessary Governmental Approvals. (viii) Purchaser shall have received all certificatesConsents; (ix) Purchaser shall have received the Phase II Report and such report shall conclude, documents in Purchaser's reasonable judgment, that no Hazardous Materials exist on or under the 511-513 Meeting Property; (x) Purchaser shall have received evidence of the appointment of the Disinterested Trustee and instruments required the resignation of Xxxxxx X. Xxxxxxxx as trustee of the ESOP immediately prior to be delivered such appointment; (xi) Purchaser shall have received resignations of the trustee(s) of the ESOP and the trustee(s) of the Company's 401(k) plan, as Purchaser so instructs; (xii) Purchaser shall have received evidence that (A) all requisite voting rights relating to this Agreement and the transactions contemplated hereby were exercised by the Disinterested Trustee in accordance with applicable law and the terms and conditions set forth in the ESOP, (B) all debts owed by the ESOP to financial institutions and other parties have been satisfied in full, (C) all necessary action (corporate or otherwise) shall have been taken to terminate the ESOP and the accrual of benefits thereunder prior to the Purchaser Closing of the transactions contemplated hereby and (D) the Disinterested Trustee shall at the Closing sell, transfer, convey, assign and deliver to Purchaser the Stock owned by the ESOP; (xiii) The Disinterested Trustee shall have received the Fairness Opinion Letter; (xiv) Purchaser shall have received evidence of the termination of the Trust Agreement; and (xv) All filings required pursuant to Section 2.5(a))the HSR Act prior to the expiration of or earlier termination of the waiting period under the HSR Act shall have occurred.

Conditions to Obligations of the Purchaser. The obligation All obligations of the Purchaser to consummate hereunder are subject, at the transactions contemplated by this Agreement is subject option of Purchaser, to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditionsconditions at or prior to the Closing, and Sellers and the Company shall exert their best efforts to cause such conditions to be fulfilled: (ai) Each Unless otherwise provided herein, all representations and warranties of Sellers and the Seller’s Fundamental Representations Company contained herein or in any document delivered pursuant hereto shall be true and correct in all material respectsrespects when made and, unless otherwise provided herein, shall be deemed to have been made again at and as of the date of the Closing, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall then be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;material respects. (bii) The Seller shall have performed or complied in all material respects with all All covenants, agreements and obligations and covenants required by the terms of this Agreement to be performed by Sellers or complied with by it the Company at or prior to before the Closing;Closing shall have been duly and properly performed in all material respects. (ciii) During the period from Since the date of this Agreement until the ClosingAgreement, no event there shall not have occurred that has hadany material adverse change in the condition (financial or otherwise), business, properties, assets or would reasonably be expected to have, a Material Adverse Effect;prospects of the Company. (div) The Company There shall be delivered to Purchaser a certificate executed by the President and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees Secretary of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as by each of the Closing Date and signed by Sellers, dated the Seller to date of the effect that Closing, certifying the conditions set forth in Sections 7.2(aparagraphs (i), 7.2(b(ii) and 7.2(c(iii) shall of this Section 15(b) have been satisfied;fulfilled. (gv) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other All documents required to be executed and delivered to the Purchaser pursuant to Section 4 of this Agreement or otherwise in connection with this Agreement at or prior to the Closing shall have been so delivered. (including vi) Purchaser shall have received an opinion of Sellers' counsel, dated the date of the Closing, substantially in accordance with Schedule 4(a)(v) annexed hereto. (vii) Purchaser and the Company shall have obtained the necessary approvals under the HSR Act and any other necessary Governmental Approvals. (viii) Purchaser shall have received all certificates, documents and instruments Consents; and (ix) All filings required to be delivered pursuant to the Purchaser at HSR Act prior to the Closing pursuant to Section 2.5(a))expiration or earlier termination of the waiting period under the HSR Act shall have occurred.

Conditions to Obligations of the Purchaser. The Purchaser’s obligation of to purchase the Purchaser to consummate the transactions contemplated by this Agreement Receivable Balance is subject to the reasonable satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions prior to the Purchase Date: (ai) Each Purchaser shall have received a complete copy of the Seller’s Fundamental Representations documentation specified on Schedule 2-A hereto; (ii) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (biii) The Seller shall be in compliance with each term, covenant and other provision of this Agreement applicable to Seller in all material respects; (iv) no event shall exist on the Purchase Date that would give rise to an Event of Repurchase with respect to the Receivable Balance; (v) receipt by Purchaser of a duly executed copy of the Indemnity Agreement substantially in the form attached as Exhibit B; (vi) receipt by Purchaser of a copy of the binder associated with Seller’s errors and omissions insurance policy as currently in effect, for which the order to bind was issued on January 31, 2021 (it being understood that Seller’s policy is part of Health Dialog Services Corporation’s policy and that such policy is included in the Data Room (as hereinafter defined)); (vii) receipt by Purchaser of a copy of Seller’s directors and officers liability insurance policy as currently in effect (it being understood that Seller’s policy is part of Rite Aid Corporation’s policy and that such policy is included in the Data Room); (viii) no Insolvency Event with respect to Seller shall have performed or complied in all material respects with all obligations occurred and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing;continuing; and (cix) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as each of the Closing Date following documents, each dated such date: (A) a certificate of the Secretary or Assistant Secretary of Seller (or any person acting in such capacity) substantially in the form attached as Exhibit C, certifying the names and signed by true signatures of the incumbent officers authorized on behalf of Seller to the effect that the conditions set forth in Sections 7.2(a)execute and deliver this Agreement and any other documents to be executed or delivered by it hereunder, 7.2(b) together with its Organizational Documents and 7.2(c) shall have been satisfiedboard resolutions, evidencing corporate action necessary for Seller to execute, deliver and perform its obligations under this Agreement; (gB) The consents and approvals listed on Section 7.2(g) a copy of a proper Uniform Commercial Code financing statement substantially in the form attached as Exhibit D, identifying Seller as “seller” of the Seller’s Disclosure Schedule shall have been obtained, Purchased Receivable and the notices listed on Section 7.2(g) Purchaser as “buyer” of the Seller’s Disclosure Schedule shall have Purchased Receivable, together with evidence that it has been given, and each such consent, approval and notice shall be duly filed on the initial Purchase Date or that instructions are in form and substance reasonably satisfactory place to file immediately thereafter with the Purchaser, in full force and effect and not subject to the satisfaction Ohio Secretary of any condition that has not been satisfiedState; (hC) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price a good standing certificate for Seller from the Financing or otherwiseOffice of the Secretary of State for the State of Ohio; (iD) The condition identified on Section 7.2(i) a “true sale” opinion of counsel to Seller substantially in the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit E; and (jE) The opinions of counsel to Seller shall have executed and delivered (or caused with respect to be executed and delivered) to corporate matters of Seller substantially in the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).forms attached as Exhibit F.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is hereby are subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditions: (a) Each The representations and warranties of Page One and the Seller’s Fundamental Representations Sellers contained in this Agreement shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to with the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct same effect as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of though such representations and warranties to be true had been made on and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller as of the Closing; Page One and the Sellers shall have performed or and complied in all material respects with all obligations and covenants agreements required by this Agreement to be performed or complied with by it Page One and the Sellers at or prior to the Closing;; and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One and by the Sellers to the foregoing effects. (b) No action or proceeding shall have been instituted or threatened for the purpose or with the possible effect of enjoining or preventing the consummation of this Agreement or seeking damages on account thereof. (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates an opinion of Xxxx X. Xxxxxxx, Xx., Esquire, counsel for Page One and the Sellers, dated as of the Closing Date and signed by Date, in the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;form attached hereto as Exhibit C. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (hd) The Purchaser shall have received an opinion of Haley, Bader & Xxxxx, P.L.C., FCC counsel for Page One and the funds sufficient to pay Sellers, dated as of the Closing Date Purchase Price from Date, in the Financing form attached hereto as Exhibit D. (e) Prior to the Closing, there shall not have occurred any material casualty or otherwise;damage (whether or not insured) to any facility, property, asset, or equipment used in connection with the operation of the System which casualty or damage shall not have been repaired or replaced (or provision made therefor) reasonably satisfactory to Purchaser; there shall have been no material adverse change in the financial condition, business, properties, operations, or prospects of the System since July 31, 1995; and the operation of the System shall have been conducted only in the ordinary course consistent with past practices. (f) The FCC and all applicable state regulatory agencies, commissions, or other entities, by Final Order, shall have granted any required consent to the sale, transfer, and assignment of the Shares to the Purchaser and to the ownership of its assets and the operation of the System by Page One after the Closing Date. (g) As of the Closing Date, Page One shall have at least 27,328 pagers in service in the System and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One setting forth the number and type (as provided in Schedule 3.10 of pagers in service in the System. (h) As of the Closing Date, Page One's inventory valued as set forth in EXHIBIT J shall include at least $200,000 of useable, current-model pagers as set forth in the July Asset List and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One to the foregoing effect. (i) The condition identified All consents and approvals (i) listed on Section 7.2(iSchedule 3.6 hereto and (ii) otherwise required in connection with the execution, delivery, and performance of this Agreement shall have been obtained or waived and all such consents and approvals shall be in form and content reasonably satisfactory to the Purchaser’s Disclosure Schedule shall be satisfied; and. (j) The Seller All necessary action (corporate or otherwise) shall have executed been taken by Page One to authorize, approve, and delivered adopt this Agreement and the consummation and performance of the transactions contemplated hereby, and the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the President of Page One to the foregoing effect. (k) The Purchaser shall have received from the Page One all instruments as shall be necessary or desirable in the reasonable opinion of the Purchaser's counsel to vest in or confirm in the Purchaser good and marketable title to the Shares in accordance herewith. (l) Each of the Sellers shall have entered into a Noncompetition Agreement (a "Noncompetition Agreement") with the Purchaser substantially in the forms attached hereto as Exhibits E and F. (m) The Sellers and ProNet shall have entered into a Registration Rights Agreement substantially in the form of EXHIBIT B hereto providing that ProNet shall prepare and file with the Securities and Exchange Commission (the "SEC") a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (or caused to any appropriate similar rule that may be executed and deliveredadopted by the SEC) under the Securities Act (the "Shelf Registration") covering all of the Common Stock issued to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser Page One pursuant to this Agreement at or Agreement, if any. (n) Page One and the Sellers shall have delivered such good standing certificates, officer's certificates, and similar documents and certificates as counsel for the Purchaser shall have reasonably requested prior to the Closing Date. (o) The Sellers and the Purchaser (or an affiliate of the Purchaser, including all certificates, documents and instruments required Page One) shall hve entered into a Lease Agreement (substantially in the form to be delivered to attached hereto as EXHIBIT K ) regarding the premises located at 000 Xxxxxxxxxx Xxxxxxx, Georgia 30223. The decision of the Purchaser at to consummate the Closing pursuant to Section 2.5(a))transactions contemplated hereby without the satisfaction of any of the preceding conditions shall not constitute a waiver of any of Page One's or the Sellers' respective representations, warranties, covenants, or indemnities herein.

Conditions to Obligations of the Purchaser. The obligation All obligations of the Purchaser to consummate hereunder are subject, at the transactions contemplated by this Agreement is subject option of Purchaser, to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditionsconditions at or prior to the Closing or such earlier date as set forth herein, and Seller and the Company shall exert their test efforts to cause such conditions to be fulfilled: (ai) Each Unless otherwise provided herein, all representations and warranties of Seller and the Seller’s Fundamental Representations Company contained herein or in any document delivered pursuant hereto shall be true and correct in all material respectsrespects when made and, unless otherwise provided herein, shall be deemed to have been made again at and as of the date of the Closing, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall then be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;material respects. (bii) The Seller shall have performed or complied in all material respects with all obligations and covenants required by All covenants, agreements of this Agreement to be performed or complied with by it at or prior to before the Closing;Closing shall have been performed in all material respects. (ciii) During the period from Since the date of this Agreement until Agreement, there shall not have occurred any material adverse change in the condition (financial or otherwise), business, properties, assets or prospects of the Company. (iv) There shall be delivered to Purchaser a certificate executed by the Seller, dated the date of the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that certifying the conditions set forth in Sections 7.2(aparagraphs (i), 7.2(b(ii) and 7.2(c(iii) shall of this Section 15(b) have been satisfied;fulfilled. (gv) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other All documents required to be executed and delivered to the Purchaser pursuant to Section 4 of this Agreement or otherwise in connection with this Agreement at or prior to the Closing shall have been so delivered. (including all certificatesvi) On or before ninety (90) days after the satisfaction of Seller's condition set forth in Section 15(c)(iv), documents Purchaser shall have obtained equity or debt financing of the Purchase Price and instruments required to be delivered Purchaser's working capital requirements, in such amounts and upon such terms and conditions, as are satisfactory to the Purchase in its sole discretion. (vii) Purchaser at the Closing pursuant to Section 2.5(a))shall have received all Consents.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by close under this Agreement and the Real Estate Purchase Agreements is subject to the satisfaction (fulfillment prior to or waiver in writing by at the Purchaser in its sole discretion) Closing Date of each of the following further conditions, any one or more of which may be waived by the Purchaser: (a) Each The representations, warranties and covenants of the Seller’s Fundamental Representations Sellers and the Owners contained herein or otherwise delivered pursuant hereto shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if date when made, shall be deemed to be made again at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation shall be true at and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse EffectClosing Date; (b) The Seller Sellers and the Owners shall have performed or and complied in all material respects with all obligations agreements and covenants conditions required by this Agreement to be performed or complied with by it at or the Sellers and the Owners prior to or at the ClosingClosing Date; (c) During No material adverse change in the period from Businesses or in the date of this Agreement until the Closing, no event Assets shall have occurred that has hadbetween March 31, or would reasonably be expected to have, a Material Adverse Effect2003 and the Closing Date; (d) The Company No federal, state or local governmental unit, agency, body or authority with competent jurisdiction over the subject matter shall have given official written notice of its intention to institute proceedings to prohibit the transaction contemplated by this Agreement and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 Real Estate Purchase Agreements, or which would interfere with the use of parts inventorythe Assets or the operation of the Businesses; (e) All of the Employees of the Company and its Subsidiaries No judgment, order or decree shall have been terminatedrendered by any governmental authority and no action shall have been instituted or threatened by any person which has the effect of enjoining or which seeks to enjoin the consummation of the transaction contemplated by this Agreement and the Real Estate Purchase Agreements; (f) The Purchaser Sellers and the Owners shall have received certificates dated as of the Closing Date and signed by the Seller delivered to the effect that Purchaser an opinion of its legal counsel, Xxxxxx, Xxxx & Xxxxxx, L.L.P., in form and substance reasonably acceptable to the conditions set forth Purchaser and its counsel, addressing the due and proper authorization, execution and delivery and the enforceability of this Agreement and the Real Estate Purchase Agreements and the instruments and documents executed in Sections 7.2(a), 7.2(b) connection herewith and 7.2(c) shall have been satisfied;therewith and such other matters as the Purchaser or its counsel may reasonably require; and (g) The consents Phase One Environmental Assessments delivered by Sellers and approvals listed on Owners to Purchaser pursuant to Section 7.2(g2.11(c) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory above disclose only conditions that are acceptable to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied;; and (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing All deliveries pursuant to Section 2.5(a))6.04 shall have been made and shall be reasonably acceptable to the Purchaser.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement hereunder is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions:conditions (any of which may be waived by the Purchaser): (a) Each the Financing contemplated by the Cerberus Commitment Letter shall have been consummated; (b) the Seller shall have delivered, or caused the Escrow Agent to have delivered to the Purchaser original stock certificates representing the Shares, together with such instruments of assignment, conveyance and transfer as Purchaser may deem necessary or desirable, duly executed by the Seller; (i) the representations and warranties of the Seller’s Fundamental Representations Seller set forth in this Agreement and in all documents delivered to the Purchaser hereunder and thereunder shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date; (ii) no order, except in each case to the extent that such representation and warranty refers specifically to an earlier datewrit, in which case such representation and warranty injunction or decree shall have been true entered and correct as of such earlier datebe in effect that restrains, except in enjoins or invalidates, or otherwise materially adversely affects the case of representations transactions contemplated by this Agreement; and warranties other than (iii) the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all each of the obligations and covenants required by this Agreement to be performed or complied with by it at under this Agreement on or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse EffectClosing Date; (d) The Company and its Subsidiaries the Stockholder Notice Period shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryhave expired; (e) All of the Employees of the Company and its Subsidiaries NMFS Consent shall have been terminatedobtained; (f) The Purchaser the Seller shall have received certificates dated delivered to the Purchaser a certificate of the Chief Executive Officer of the Seller confirming compliance with the conditions set forth in Section 8.2(c); (g) the Seller shall have delivered to the Purchaser a Certificate of the Secretary or Assistant Secretary of the Seller, together with true and correct copies of the Seller’s articles of incorporation and bylaws, and all amendments thereto, true and correct copies of the resolutions of the Seller’s board of directors and stockholders authorizing or ratifying the execution, delivery and performance of this Agreement, and the names of the officer or officers of the Seller authorized to sign this Agreement, together with a sample of the true signature of each such officer; (h) the Seller’s counsel (which may include the law firms of Xxxxx Xxxxxx Xxxxxx LLP and Xxxxxxxx and Wedge) shall have delivered its legal opinion in the form of Exhibit E annexed hereto; (i) TM Capital Corp. shall have delivered to the Purchaser a certificate in which it shall have confirmed the TM Capital Solvency Opinion as of the Closing Date and signed by the Seller Seller’s right to continue to rely thereon; provided, however, that if TM Capital Corp. is unwilling or unavailable to deliver such certificate, the effect that Purchaser shall use its reasonable best efforts to engage another investment banking firm and provide it with the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfiednecessary background materials for the purposes of delivering such certificate; (gj) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule Seller shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory delivered to the PurchaserPurchaser resignations of Xxxxx X. Xxxxxx and Xxxxxxx XxXxxxx, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay dated the Closing Date Purchase Price from and in the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfiedform attached as Exhibit F; and (jk) The the Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, such other documents and instruments as may be reasonably required to be delivered consummate the transactions contemplated by this Agreement and to comply with the Purchaser at the Closing pursuant to Section 2.5(a))terms hereof.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (or waiver fulfillment at or prior to the Closing of the following conditions, any of which may be waived in writing whole or in part by the Purchaser in its sole discretion) of the following further conditionswriting: (a) Each All representations and warranties of the Seller’s Fundamental Representations Xxx-NMBC and any Acquired Company contained in this Agreement shall be true and correct in all material respects, respects at and each other representation and warranty as of the Seller Closing with the same effect as though such representations and warranties were made in Article III 58 at and Article IV as of the Closing (except for changes permitted or contemplated by this Agreement and except for any representation or warranty that is expressly made as of a specified date, which shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect;specified date only). (b) The Seller Xxx-NMBC and each Acquired Company shall have performed or and complied in all material respects with all obligations the covenants and covenants agreements required by this Agreement to be performed or complied with by it at or prior to the Closing;. (c) During All applicable waiting periods (and any extensions thereof) under the period from the date of this Agreement until the Closing, no event HSR Act shall have occurred that has had, expired or would reasonably be expected to have, a Material Adverse Effect;otherwise been terminated. (d) The Company FCC shall have granted its consent to the FCC Transfer Application, such consent shall have become a Final Order, and its Subsidiaries any conditions set forth in such consent shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;have been satisfied. (e) All There shall be in effect no Law or injunction issued by a court of competent jurisdiction making illegal or otherwise prohibiting or restraining the consummation of the Employees of the Company and its Subsidiaries shall have been terminated;transactions contemplated by this Agreement. (f) The Purchaser Xxx-NMBC and each Acquired Company shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements of the certificates, instruments and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement by such company at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a3.2 hereof. (g) Xxx-NMBC shall have obtained prior to Closing the written consents or waivers to the transactions contemplated by this Agreement, in form reasonably satisfactory to Purchaser's counsel and without any modification or condition materially adverse to Purchaser or any of the Xxx-NMBC Stations or Acquired Companies' Stations, which are required under (i) each Material Contract for each transmitter, antenna (including each satellite and translator antenna or transmitter), office and studio site, (ii) unless waived under or by reason of the provisions of Section 6.16, the network affiliation agreement for each of the Xxx-NMBC Stations and each of the Acquired Companies' Stations, and (iii) the programming agreements identified on Schedule 7.1(g).

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is sale of the Shares shall be subject to the satisfaction (at or waiver in writing by prior to the Purchaser in its sole discretion) Closing of each of the following further conditions:conditions (unless satisfaction of any such condition is expressly waived in a writing delivered to the Sellers' Representative): (a) Each The Sellers shall have performed or complied with in all material respects their agreements and covenants contained in this Agreement required to be performed or complied with at or prior to the Closing; (b) The representations and warranties of the Seller’s Fundamental Representations Sellers contained in this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, and in each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects case as of the Closing Date as if made at and as date of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, this Agreement (except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure any representation or warranty that by its terms is made solely as of a specific date, which need be accurate only as of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closingdate); (c) During Any waiting period applicable to the period from sale and purchase of the date of this Agreement until Shares under the Closing, no event HSR Act or any other applicable antitrust Law shall have occurred that has had, terminated or would reasonably be expected to have, a Material Adverse Effectexpired; (d) The Company No Law (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced which (i) prohibits, restrains, enjoins or restricts the consummation of the sale and purchase of the Shares or any of the other transactions contemplated by this Agreement, (ii) compels Purchaser or any of its Subsidiaries shall own no less than Affiliates or any of the Minimum Coal Inventory Amount and no less than $8,000,000 Acquired Companies to dispose of parts inventoryor hold separate all or a portion of its respective business or assets, or (iii) imposes any financial burden on Purchaser or any of its Affiliates or any of the Acquired Companies or any limitation on the ability of Purchaser or its Affiliates to hold or operate the businesses of the Acquired Companies; (e) All No Proceeding shall be threatened or pending which seeks any of the Employees results described in Section 5.2(d) above or to obtain damages arising from, (A) the transactions contemplated by this Agreement or (B) the ownership by Purchaser and its Affiliates of any of the Company and its Subsidiaries shall have been terminatedShares; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such Each consent, approval or waiver listed on SCHEDULE 3.2(A)(III), SCHEDULE 3.2(A)(IV) and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).SCHEDULE 3.19

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (at or waiver in writing by prior to the Purchaser in its sole discretion) Closing of each and every one of the following further conditionsconditions precedent: (a) Each The representations and warranties of the Seller’s Fundamental Representations Company and each Seller Party set forth in Article IV and Article VI shall be have been true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in Company and each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller Party shall have performed or and complied in all material respects with all of the other agreements, covenants and obligations and covenants required by under this Agreement to be performed or complied with by it at or such Person prior to or at the Closing;. (b) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated. (c) During There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the period from consummation of the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect;transactions contemplated hereby. (d) The Company shall have delivered to the Purchaser such resignations of the officers and its directors of the Company and the Company Subsidiaries shall own no less than as the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;Purchaser may request. (e) All The relevant parties to each of the Employees Transaction Documents (other than the Purchaser or any of the Company and its Subsidiaries Affiliates) shall have been terminated;entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Purchaser or any of its Affiliates), such Transaction Documents shall be in full force and effect. (f) The Purchaser shall have received certificates dated as All of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) Required Consents shall have been satisfied; (g) The consents obtained and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser. (g) Sellers shall provide, at Sellers’ cost, an ALTA Owner’s Title Insurance Policy 1992 Form (the “Portland Title Policy”) for the Owned Real Property located in full force and effect and not subject Portland, Oregon (the “Portland Owned Real Property”), or an irrevocable commitment to issue such policy, from Chicago Title Insurance Company (the “Title Company”), insuring Market Transport, Ltd.’s fee simple title to the satisfaction Portland Owned Real Property as of any condition that has not been satisfied;the Closing Date in the form of, and subject only to the exceptions set forth in, the proforma title policy attached to this Agreement as Schedule 7.01(a) (the “Portland Property Proforma Title Policy”) and with coverage in the amount of $[***]. The Company shall provide the Title Company with an owner’s affidavit (“Owner’s Affidavit”) and gap indemnity (“Gap Indemnity”) from an officer of the Company, as required for the Title Company to issue the Title Policy. (h) The Purchaser Seller Parties and the Company shall have received delivered to the funds sufficient to pay Purchaser such other documents as the Closing Date Purchase Price from Purchaser may reasonably request for the Financing purpose of facilitating the consummation or otherwise;performance of any of the transactions contemplated by this Agreement, including, without limitation, the Shares and appropriate stock powers. (i) The condition identified on Section 7.2(i) Seller Parties and the Company shall have delivered to the Purchaser the executed Stock Option Cancellation Agreements of the Purchaser’s Disclosure Schedule shall be satisfied; andOther Option Holders and the Management Option Holders. (j) The Seller Company and the Company Subsidiaries shall have executed delivered to the Purchaser, dated as of the Closing Date and delivered (or caused addressed to be executed the Purchaser, all in form and delivered) substance reasonably satisfactory to the Purchaser all agreements and other documents required to be executed and delivered its counsel (i) an opinion of Xxxxxx Xxxx, LLP, legal counsel to the Purchaser pursuant Company and the Company Subsidiaries, (ii) an opinion of legal counsel to this Agreement at Endeavour Capital and Endeavour Associates, (iii) an opinion of legal counsel to Columbia Holdings LLC and (iv) an opinion of Xxxxxxx, Xxxxxxxxxx & Xxxxx, legal counsel to each of P. Xxxxx Xxxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxx Xxxxxxxx and Xxxx Xxxxxx. (k) At or prior to the Closing (including all certificatesClosing, documents and instruments required to be delivered the Company shall deliver to the Purchaser at the Closing payoff letters pursuant to Section 2.5(a3.02 hereof. (l) At or prior to the Closing, each Seller shall deliver to the Purchaser a certificate in the form of U.S. Treasury Regulations §1.1445-2(b)(2)(iv)(A) or (B), as the case may be. (m) Purchaser shall have reached mutually satisfactory arrangements with Key Managers concerning continued employment after the Closing. (n) Purchaser shall have received (i) non-competition agreements and non-solicitation agreements from each of [***], and (ii) non-solicitation agreements from each of [***] (collectively, the "Noncompetition Agreements"). (o) Purchaser shall have received evidence reasonably satisfactory to it that the following agreements of the Company have been terminated in connection with the Closing: (i) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]; (ii) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]; and (iii) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]. (p) Purchaser shall have received evidence reasonably satisfactory to Purchaser that the amount of the Company’s Cash is sufficient to cover outstanding and/or unprocessed checks. (q) Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company or the applicable Company Subsidiary: (i) attaching * Confidential Treatment Requested -33- copies of the Organizational Documents, and any amendments thereto, of the Company and each of the Company Subsidiaries; (ii) attaching resolutions of the board of directors and shareholders of the Company authorizing this Agreement, as well as all agreements, instruments and documents ancillary thereto, and the transactions contemplated hereby and thereby; (iii) attaching certificates of good standing as of a recent date of each of the Company and the Company Subsidiaries from their respective states of incorporation; and (iv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company. (r) All shares of Series A Preferred Stock shall have been converted into shares of Common Stock in connection with the Closing. (s) a consolidated balance sheet of the Company, prepared as of [***], and certified by the Chief Financial Officer of the Company (the “Closing Date Balance Sheet”), which presents fairly, in all material respects, the financial condition of the Company on such date in conformity with GAAP, except that it does not contain the footnotes required by GAAP and it does not contain intangible asset allocations or deferred tax entries. (t) Each of Xxxxx X.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser hereunder to consummate purchase the transactions contemplated by this Agreement Preferred Shares at the Closing is subject to the satisfaction (satisfaction, at or waiver in writing before the Closing Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser in its sole discretion) of the following further conditions:(with respect to itself only): (a) Each The Company shall have duly executed and delivered: (i) each of the SellerTransaction Documents; and (ii) stock certificates representing the Preferred Shares (in such number as is set forth beneath the Purchaser’s Fundamental Representations name on the signature page to this Agreement) being purchased by the Purchaser at the Closing pursuant to this Agreement. (b) The Certificate of Designation for the Preferred Shares shall have been duly filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (c) The Company shall have performed, satisfied and complied in all material respects with each of its respective covenants and agreements contained in this Agreement and required to be performed, satisfied or complied with at or prior to the Closing. (i) The Registration Statement shall remain effective at all times up to and including the Closing Date and the issuance of the Preferred Shares to the Purchaser may be made thereunder; (ii) neither the Company nor the Purchaser shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so; and (iii) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or Prospectus shall exist. (e) The Company shall have delivered to the Purchaser the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (f) The representations and warranties of the Company contained in Section 3.1 shall be true and correct in all material respects, on and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date. (g) The Common Stock (I) shall be listed on Nasdaq and (II) shall not have been suspended, as of the Closing Date, except by the SEC or Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, either (A) in each case to writing by the extent that such representation and warranty refers specifically to an earlier dateSEC or Nasdaq or (B) by falling below the minimum maintenance requirements of Nasdaq. (i) Since the date of execution of this Agreement, in which case such representation and warranty no event or series of events shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct occurred that reasonably would not reasonably be expected to have or result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and. (j) The Seller Company shall have executed simultaneously issue and delivered (or caused to be executed and delivered) deliver at such Closing to the Purchaser all agreements hereunder and other documents required to be executed and delivered to purchasers of Preferred Shares in the aggregate at least sufficient number of Preferred Shares against payment of an aggregate purchase price of at least $31,862,250. (k) The purchase of Preferred Shares shall not (i) cause the Purchaser pursuant or any of its affiliates to this Agreement at violate any bank regulation, or prior to the Closing (including all certificates, documents and instruments required to be delivered to ii) require the Purchaser at or any of its affiliates to file a prior notice with the Closing pursuant to Section 2.5(a))Federal Reserve or its delegee under the Change in Bank Control Act or the BHC Act or obtain the prior approval of any bank regulator.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditions: (a) Each (i) The representations and warranties of the Seller’s Fundamental Representations Company that are qualified by materiality or Material Adverse Effect shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date), (ii) the representations and warranties of the Company that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects, respects on and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if though made at on and as of the Closing Date, Date (except in each case to the extent that such representation those representations and warranty refers specifically to an earlier date, in warranties which case such representation and warranty address matters only as of a particular date shall have been true and correct as of only on such earlier date), except in (iii) the case of representations Fundamental Company Representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to Warranties shall be true and correct would not reasonably be expected to result in on and as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties which address matters only as of a Material Adverse Effect; particular date shall have been true and correct only on such date), (biv) The Seller the Company shall have performed or complied in all material respects with all obligations and covenants required by conditions in this Agreement required to be performed or complied with by it at the Company on or prior to the Closing; Closing Date; (cv) During the period from the date of this Agreement until the Closing, no event there shall have occurred been no event, occurrence, development or state of circumstances or facts that has had, or would reasonably be expected to have, could have a Material Adverse Effect; ; and (dvi) The Company and its Subsidiaries the Purchaser shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees have received a certificate signed by an executive officer of the Company and its Subsidiaries shall have been terminated;to the foregoing effect. (fb) The Purchaser shall have received certificates an opinion, dated as of the Closing Date and signed by Date, of Xxxxxx & Calder, Cayman Islands counsel for the Seller to Company, regarding certain corporate law matters in the effect that the conditions form set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;Exhibit A hereto. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (hc) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) a duly certified true and complete copy of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered register of directors of the Company confirming that Xx. Xxxxxx Xxx (or caused to be executed and delivered) to the Purchaser all agreements and any other documents required to be executed and delivered to designee of the Purchaser pursuant to this Agreement at or prior the Thirteenth Amended and Restated Shareholders Agreement) continues to be a director on the Board. (d) The IPO shall have been contemporaneously consummated. (e) The underwriting agreement in connection with the IPO shall have been entered into and become effective. (f) The amended and restated memorandum and articles of association of the Company substantially in the form attached hereto as Exhibit B shall have been adopted and become effective as of the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Date.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement is Bonds and the obligation of the Issuer to sell the Bonds to the Purchaser shall be subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) of the following further conditionsconditions precedent: (a) Each The representations and warranties of the Seller’s Fundamental Representations Company herein and the representations and warranties made in each of the Loan Documents by the respective parties thereto shall be true, correct and complete on the date hereof and on the Closing Date, and each such party to the Loan Documents, including the Company, shall deliver a certificate to such effect on the Closing Date. The Issuer and the Company shall have performed all of their obligations hereunder, and the statements made on behalf of the Issuer and the Company hereunder shall be true and correct in all material respectson the date hereof and on the Closing Date, and each other representation the Issuer and warranty the Company shall deliver certificates to such effect on the Closing Date. (b) Each of the Seller made in Article III 58 Loan Documents, the Resolution and Article IV all other official action of the Issuer relating thereto shall be true in full force and correct effect and shall not have been amended, modified or supplemented without the written approval of the Purchaser. (c) The Issuer shall have received the approving opinion of Bond Counsel in all respects form and substance reasonably acceptable to the Purchaser, and the Purchaser shall have received a letter from Bond Counsel dated the Closing Date and addressed to the Purchaser, to the effect that the Purchaser may rely upon such firm's opinion as if it were addressed to the Purchaser. (d) The Purchaser shall have received the opinion of counsel to the Issuer, dated the Closing Date and addressed to the Purchaser in form and substance reasonably acceptable to the Purchaser. (e) No default or event of default (as defined in any of the Loan Documents) shall have occurred and be continuing, and no event shall have occurred and be continuing as of the Closing Date as if made at that, with the lapse of time or the giving of notice or both, would constitute such a default or event of default. (f) No material adverse change shall have occurred, nor shall any development involving a prospective material and adverse change in, or affecting the affairs, business, financial condition, result of operations, prospects or properties (including any subproject included in the definition of Project) of the Issuer or the Company have occurred, between the date hereof and the Closing Date; and (g) On or prior to the Closing Date, all actions required to be taken as of the Closing Date, except Date in each case to connection with the extent that such representation Bonds and warranty refers specifically to an earlier date, in which case such representation the Loan Documents by the Issuer and warranty the Company shall have been true taken, and correct as of such earlier date, except in the case of representations Issuer and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller Company shall each have performed or and complied in all material respects with all obligations agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by this Agreement, the Bonds and the Loan Documents, and each party shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants and conditions apply to each such party, and each of such agreements shall be in full force and effect and shall not have been amended, modified or supplemented, except as has been agreed to in writing by the Purchaser. (h) Each of the Loan Documents shall have been executed and delivered by each of the respective parties thereto, all such documents shall be in forms provided to the Purchaser on the date hereof with only such changes as the Purchaser may approve in writing. (i) None of the events referred to in Section 9 of this Agreement shall have occurred. (j) The Purchaser shall have received a certificate, dated the Closing Date and signed on behalf of the Issuer, to the effect that: (i) the Issuer has not received notice of any pending, nor to the Issuer's knowledge is there any threatened, action, suit, proceeding, inquiry or investigation against the Issuer, at law or in equity, by or before any court, public board or body, nor to the Issuer's knowledge is there any basis therefor, affecting the existence of the Issuer or the titles of its officials to their respective offices, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way materially adversely affecting or questioning (A) the territorial jurisdiction of the Issuer, (B) the use of the proceeds of the Bonds to permanently finance the subprojects included in the definition of Project, (C) the validity or enforceability of the Bonds, any proceedings of the Issuer taken with respect to the Bonds, or any of the Loan Documents to which it is a party, (D) the execution and delivery of this Agreement or the Bonds, or (E) the power of the Issuer to carry out the transactions contemplated by this Agreement, the Bonds, the Indenture or any of the Loan Documents which the Issuer is a party; and (ii) the Issuer has complied with all the covenants and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing;Closing Date, and the representations and warranties of the Issuer contained herein and in each of the Loan Documents to which it is a party are true and correct as of the Closing Date. (ck) During the period from the date of this Agreement until the Closing, no event The Purchaser shall have occurred that has hadreceived an opinion of counsel to the Company, or would dated the Closing Date and addressed to the Purchaser in form and substance reasonably be expected acceptable to have, a Material Adverse Effect;the Purchaser. (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (fl) The Purchaser shall have received certificates dated the Closing Date from the Company to the effect that the Company has complied with all of the covenants and satisfied all of the conditions to be performed or satisfied by it on or prior to the Closing Date, and the representations and warranties of the Company contained in this Agreement and in each of the Loan Documents to which it is a party are true, correct and complete as of the Closing Date, and it has full legal right, power and authority to enter into and carry out the transactions contemplated by the Loan Documents. (m) The Purchaser shall have received a certificate, dated the Closing Date and signed by an authorized officer of the Seller Trustee, to the effect that (i) he or she is an authorized officer of the conditions set forth Trustee, (ii) the Indenture has been duly executed and delivered by the Trustee, (iii) the Trustee has all necessary corporate and trust powers required to carry out the trust created by the Indenture, (iv) to the best of his or her knowledge, the acceptance by the Trustee of the duties and obligations of the Trustee under the Indenture and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Trustee is subject or by which the Trustee is bound, and (v) the Trustee has duly authenticated the Bonds, and the person signing the certificate of authentication on each Bond has been duly authorized to do so. (n) Evidence, reasonably satisfactory in Sections 7.2(a)form and substance to the Purchaser and Bond Counsel, 7.2(b) of a satisfactory and 7.2(c) favorable conclusion to a Bond validation proceeding under the laws of the State with respect to the Bonds shall have been satisfied;received. (go) The consents Such additional certificates, opinions and approvals listed on Section 7.2(g) other documents as the Purchaser or Bond Counsel may reasonably request to evidence performance of or compliance with the provisions of this Agreement and the transactions contemplated hereby and by the issuance and sale of the Seller’s Disclosure Schedule Bonds, all such certificates and other documents to be reasonably satisfactory in form and substance to the Purchaser, shall have been obtainedreceived. (p) If any conditions to the obligations of the Purchaser or the Issuer contained in this Agreement are not satisfied and the satisfaction of such conditions shall not be waived by the Purchaser, then, at the option of the Purchaser (i) the Closing Date shall be postponed for such period as may be deemed necessary for such Conditions to be satisfied or (ii) without limiting the generality of Section 14 of this Agreement, the obligations of the Purchaser and the Issuer under this Agreement shall terminate, neither the Purchaser nor the Issuer shall have any further obligations or liabilities hereunder, and the notices listed on Company shall have no further obligations or liabilities hereunder other than its obligations under Section 7.2(g5 hereof. (q) All of the Seller’s Disclosure Schedule shall have been givenlegal opinions, certificates, proceedings, instruments and each such consent, approval and notice other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Purchaser, in full force Purchaser and effect and not subject to the satisfaction of any condition that has not been satisfied;Issuer. (hr) The Purchaser As of the Closing Date, no event of default (as defined in the Loan Documents) shall have received the funds sufficient to pay occurred and be continuing, nor shall any event have occurred and be continuing as of the Closing Date Purchase Price from which, with the Financing or otherwise; (i) The condition identified on Section 7.2(i) lapse of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificatestime, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))would constitute such a default.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate purchase the transactions contemplated Notes to be purchased by this Agreement is it hereunder are subject to the satisfaction (satisfaction, or waiver in writing by the Purchaser in its sole discretion) Purchaser, of the following further conditionsconditions as of the Closing: (a) Each The transactions contemplated by that certain Credit Agreement and Guaranty, dated as of August 5, 2024, by and among the Company, the other borrowers party thereto, the guarantors party there, Wilmington Trust, National Association, as agent, and the lenders party thereto, shall be consummated concurrently with the Closing; (b) (i) The representations of the Seller’s Fundamental Representations shall be true Company set forth in Section 3.1, Section 3.4 and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV Section 3.6 shall be true and correct in all respects as of the date hereof and as of the Closing Date as if though made at and as of the Closing Date, except in each case to the extent that (other than such representation representations and warranty refers specifically to warranties as are made as of an earlier date, in which case such representation and warranty shall have been be so true and correct as of such earlier date, except in ) and (ii) the case of other representations and warranties of the Company (A) that are qualified by “materiality”, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than the Seller’s Fundamental Representations where the failure of such representations and warranties to as are made as of an earlier date, which shall be so true and correct as of such earlier date) and (B) that are not qualified by “materiality”, “Material Adverse Effect” or similar qualifier shall be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects as of the date hereof and as of the Closing as though made at and as of the Closing (other than such representations and warranties as are made as of an earlier date, which shall be so true and correct as of such earlier date). (c) [Reserved]; (d) The Common Stock (i) shall be designated for quotation or listed (as applicable) on Nasdaq and (ii) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened as of the Closing Date, either in writing by the SEC or Nasdaq or by falling below the minimum listing maintenance requirements of Nasdaq; (e) No event that would be a “Default” or “Event of Default” under the Indenture exists; (f) There shall not have been any Material Adverse Change since the execution of this Agreement; (g) The Company shall have performed and complied, in all material respects, with all obligations of its covenants and covenants required by agreements contained in this Agreement to be performed that contemplate, by their terms, performance or complied with by it at or compliance prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (dh) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed by the Seller delivered to the effect that Trustee, as custodian, the conditions set forth Global Notes (as defined in Sections 7.2(a), 7.2(bthe Indenture) and 7.2(c) shall have been satisfied; (g) registered in the name of The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtainedDepository Trust Company, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice Notes shall be in form eligible for clearance and substance reasonably satisfactory to settlement through the Purchaser, in full force and effect and not subject to the satisfaction facilities of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwiseDepository Trust Company; (i) The condition identified on Section 7.2(i) purchase and sale of the Purchaser’s Disclosure Schedule Notes shall not be satisfiedprohibited or enjoined by any court of competent jurisdiction; and (j) The Seller Purchaser shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement received at or prior to the Closing (including all certificatesClosing: i. a duly executed copy of the Indenture; ii. the opinion of Dentons Bxxxxxx Gxxxxxxxxx LLP, documents and instruments required to be delivered counsel to the Purchaser at Company, dated the Closing pursuant Date, in form and substance satisfactory to the Purchaser; iii. a certificate dated the Closing Date, signed by the chief executive officer and the chief financial officer of the Company, on behalf of the Company and not in such officers’ individual capacities, certifying that the conditions specified in Section 2.5(a5.1(b), (e), (f) and (g); iv. a certificate, dated the Closing Date, executed by the Secretary of the Company, certifying such matters as the Purchaser may reasonably request and are customary for the type of transaction contemplated by this Agreement; v. satisfactory evidence of the good standing of the Company in the state of Delaware, in writing or any standard form of telecommunication from the Secretary of State of Delaware; and vi. such additional documents, certificates and evidence as the Purchaser may have reasonably requested.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (or waiver in writing by it) at or prior to the Purchaser in its sole discretion) Closing of each of the following further conditions: (a) Each of (i) the Seller’s Fundamental Representations representations and warranties contained in Articles III, IV and V shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, (except in each case for representations and warranties that speak as of a specific date prior to the extent that such representation and warranty refers specifically to an earlier date, in Closing Date which case such representation and warranty shall have been need only be true and correct as of such earlier date); provided, except however, that this condition shall be deemed satisfied unless any and all inaccuracies in the case of representations and warranties other than contained in Articles III, IV and V, in the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to aggregate, result in a Material Adverse Effect; Effect (bignoring for the purposes of this Section any qualifications by Material or otherwise by material adversity and any materiality qualification or words of similar import contained in such representations or warranties); (ii) The Seller Concrete, Geosolutions and the Sellers shall each have performed or complied in all material respects with all obligations covenants and covenants agreements herein required by this Agreement to be performed or complied with by it each of them at or prior to the Closing; Closing Date; and (ciii) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates a certificate from each of Concrete, Geosolutions and the Seller Representative, on behalf of the Sellers, dated as of the Closing Date and signed by an authorized officer of Concrete, Geosolutions and the Seller to the effect Representative, respectively, certifying that the conditions set forth specified in Sections 7.2(a), 7.2(bthis Section 8.1(a) and 7.2(c) shall have been satisfied; (gb) The consents as of the Closing Date there shall be no Legal Requirement in effect that prohibits or materially restrains the consummation of the transactions contemplated hereby; (c) the waiting period (and approvals listed on any extension thereof) under the HSR Act applicable to the purchase of the Shares shall have expired or shall have been terminated; and (d) the Sellers shall deliver to the Purchaser a duly executed certificate pursuant to Treasury Regulation Section 7.2(g1.1445-2(c)(3) stating that the Shares are not a U.S. real property interest as defined in Section 897(c) of the Seller’s Disclosure Schedule Code. (e) the Purchaser shall have been obtained, and the notices listed on Section 7.2(g) received originals or copies of the Seller’s Disclosure Schedule shall have been given, Payoff Letters and each such consent, approval releases referred to in Section 7.13 and notice shall be in form and substance reasonably satisfactory to evidence of the Purchaser, in full force and effect and not subject to termination of the satisfaction of any condition that has not been satisfiedContracts required under Section 7.11; (hf) The the Purchaser shall have received the funds sufficient to pay contemplated in the Closing Date Purchase Price Debt Financing Letter on the terms set forth therein or the funds from the Financing or otherwiseany alternative financing secured as set forth in Section 6.5 hereof; (ig) The condition identified on Section 7.2(i) of Concrete and Geosolutions shall have delivered the Purchaser’s Disclosure Schedule shall be satisfied2004 Audit; and (jh) The Seller no Material Adverse Change shall have executed and delivered (or caused to be executed and delivered) to the occurred since October 2, 2005. The Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to may waive any condition specified in this Agreement Section 8.1 if it executes a writing so stating at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Closing.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is are subject to the satisfaction (at or waiver in writing by before the Purchaser in its sole discretion) Closing of each and every one of the following further conditionsconditions precedent: (a) Each The representations and warranties of the Seller’s Fundamental Representations Company set forth in Article 3 and the representations and warranties of the Seller set forth in Article 4 shall each be true and correct in all material respects, and each respects (ignoring any reference to Material Adverse Effect or other materiality qualifications contained in such representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects warranty) as of the Closing Date with the same force and effect as if though made at on and as of the Closing Date, except in each case to the extent that such any representation and or warranty refers specifically is limited by its terms to an earlier date, a specific date or range of dates (in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to need only be true and correct would not reasonably be expected to result in a Material Adverse Effect;on the date or during the range of dates so specified). (b) The Company and the Seller shall have performed or and complied in all material respects with all obligations of the agreements and covenants required by under this Agreement to be performed or complied with by it such Person before or at or prior to the Closing;. (c) During There shall not have occurred during the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, Most Recent Balance Sheet through the Closing Date a Material Adverse Effect;. (d) The Each of the Seller and the Company and its Subsidiaries shall own no less than have delivered to the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;Purchaser a certificate, executed by a duly authorized officer thereof in his or her capacity as such, certifying that the conditions specified in Sections 7.1(a) through (c) have been fulfilled. (e) All There shall not be in force any order, judgment, injunction, stipulation, award or decree by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Employees of the Company transactions contemplated hereby and its Subsidiaries no action, suit, claim or proceeding shall have been terminated;instituted or threatened or claim or demand made against the Seller, the Company or the Purchaser seeking any of the foregoing. (f) The Purchaser shall have received certificates dated as All of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) Required Consents shall have been satisfied; (g) The consents obtained and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, . (g) All applicable waiting periods (and any extensions thereof) under the HSR Act and each applicable Non-US Competition Law shall have expired or otherwise been terminated. (h) The Warrant Cancellation Agreements and the Phantom Stock Cancellation Agreements shall be in full force and effect effect, shall not have been amended from the versions thereof executed by the Warrant Holders and not subject Phantom Stock Holders and delivered to the satisfaction of Purchaser, and no party thereto shall have materially breached, or given notice to the Seller or the Company that such party intends to materially breach, or terminate, any condition that has not been satisfied;such agreement. (hi) The employment agreements entered into by the employees of the Acquired Companies listed on Schedule 7.1(i) with Xxxxxxx as of the date of this Agreement (to be effective upon the Closing) shall be in full force and effect, and no party thereto shall have materially breached, or given notice that such party intends to materially breach, or terminate, any such agreement. (j) The Seller and the Company shall have delivered to the Purchaser a certificate reasonably acceptable to the Purchaser of non-foreign status as contemplated under Section 1.1445-2(b)(2) of the Treasury Regulations certifying that each of them is not a foreign person. (k) Each member of each board of directors and each officer of each Acquired Company shall have tendered his or her resignation, effective as of the Closing Date. (l) The Purchaser shall have received a legal opinion from counsel to the funds sufficient Company in form and content reasonably acceptable to pay the Closing Date Purchase Price from the Financing or otherwise;Purchaser. (im) The condition identified on Section 7.2(i) relevant parties to each of the Purchaser’s Disclosure Schedule Transaction Documents (other than the Purchaser or any of its Affiliates) shall have entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Purchaser or any of its Affiliates) such Transaction Documents shall be satisfied; and (j) The Seller shall have executed in full force and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))effect.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate deliver the transactions contemplated by this Agreement Purchase Price at the Closing is subject to satisfaction of the satisfaction (or waiver following conditions precedent, any and all of which may be waived in writing by the Purchaser in at its sole discretion) of the following further conditions: (a) Each The representations and warranties of the Seller’s Fundamental Representations Sellers contained herein shall be true and correct in all material respects, respects at and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date with the same effect as if though such representations and warranties were made at and as of the Closing Date, except in each case to the extent Date other than representations and warranties that such representation and warranty refers specifically to an earlier date, in speak as of a specific date or time (which case such representation and warranty shall have been need only be true and correct as of such earlier date, except in date or time) and the case of representations and warranties other than Sellers shall furnish Purchaser with an officer's certificate as to the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effectforegoing; (b) The Seller Each of the Sellers shall have performed or complied in all material respects with all of its obligations and covenants required by this Agreement to be performed or complied with by it at on or prior to the ClosingClosing and the Sellers shall furnish Purchaser with an officer's certificate as to the foregoing; (c) During As of the period from Closing Date, there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a court or governmental or regulatory agency of competent jurisdiction to the date of effect that the transactions contemplated by this Agreement until may not be consummated and there shall be no action, suit or proceeding pending, which is brought by any governmental or regulatory agency, seeking to so enjoin the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effecttransaction; (d) The Company and its Subsidiaries applicable waiting period under the HSR Act shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryhave expired or been terminated; (e) All of the Employees of the Company and its Subsidiaries The Purchaser shall have been terminatedreceived all consents, approvals, authorizations or orders required as set forth on Schedule 3.04; (f) The Purchaser shall have received certificates an opinion from Dow, Xxxxxx & Xxxxxxxxx, in form and substance reasonably acceptable to the Purchaser, dated as of the Closing Date and signed by the Seller Date: (i) as to the effect due authorization, execution, delivery and enforceability of this Agreement; (ii) as to the good standing of the Subsidiaries; and (iii) that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;transactions contemplated by this Agreement do not violate the organizational documents of the Subsidiaries. (g) The consents and approvals listed on Section 7.2(gSellers (or their affiliates as applicable) of the Seller’s Disclosure Schedule shall have been obtainedexecuted the agreements referenced in Section 4.07 and as set forth on Schedule 4.07, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall other agreements required to be in form and substance reasonably satisfactory entered into pursuant to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfiedthis Agreement; (h) The Purchaser shall have received obtained the funds sufficient financing referred to pay the Closing Date Purchase Price from the Financing or otherwisein Section 4.17; (i) The condition identified on Section 7.2(i) closing of the Purchaser’s Disclosure Schedule transactions contemplated by the Equity Purchase Agreement shall be satisfiedhave occurred or shall occur simultaneously with the Closing; and (j) The Seller Magellan and the Purchaser (or their respective affiliates) shall have either (i) executed the JV Purchase Agreement, upon terms and delivered conditions mutually agreeable to Magellan and Purchaser, pursuant to which Magellan will cause its subsidiaries which are joint venture partners (the "Joint Venture Partners") in joint ventures ("Joint Ventures") which are the subject of the services agreements dated June 16, 1997 (the "Services Agreements") between Magellan and certain subsidiaries of Purchaser, to transfer to Purchaser the joint venture interests in the Joint Ventures or caused to be (ii) executed and delivered) amendments to the Services Agreements, upon terms mutually agreeable to the parties, pursuant to which Magellan will transfer to Purchaser all rights to receive all distributions with respect to the Joint Ventures other than pursuant to working capital loan agreements and other documents required the Partial Satisfaction Agreement and pursuant to be executed and delivered which Purchaser shall assume all obligations of the Joint Venture Partners thereafter arising with respect to the Purchaser pursuant to this Agreement at or prior to interests in the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Joint Ventures.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to purchase the Purchased Shares and the Safe Income Notes and consummate the other transactions contemplated by this Agreement is are subject to the satisfaction (fulfillment of each of the following conditions, any or waiver all of which may be waived in writing whole or in part by the Purchaser in its sole discretion) of to the following further conditionsextent permitted by applicable Law: (a) Each of the Seller’s Fundamental Representations shall be true Major Regulatory Approvals and correct in all material respects, and each other representation and warranty of the Corporation Third Party Consents which the Seller made and the Purchaser have agreed in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case writing on or prior to the extent that such representation and warranty refers specifically date hereof would need to an earlier date, in which case such representation and warranty be obtained shall have been true and correct as of such earlier date, obtained except in the case of representations and warranties other than the Seller’s Fundamental Representations where those Corporation Third Party Consents for which the failure of such representations and warranties to be true and correct would obtain, individually or in aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect on the Purchaser or the Corporation or prohibit the consummation of the transactions contemplated by this Agreement; (b) The Seller there shall not have performed been instituted or complied be pending any Action before any court or other Governmental Entity in all material respects with all obligations and covenants required Canada or the United States by any Governmental Entity of Canada or the United States seeking to prohibit the consummation of the transactions contemplated by this Agreement to be performed or complied with by it at or prior to the ClosingAgreement; (c) During no Canadian or United States court or other Governmental Entity in Canada or the period from United States shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) (collectively, an "Order”) which is in effect and prohibits the consummation of the transactions contemplated by this Agreement; (d) there shall not have occurred, following September 30, 2006 and prior to the Closing Date, a Material Adverse Effect with respect to the Corporation; (e) the representations and warranties of the Seller made in or pursuant to this Agreement, other than the representations and warranties set out in subsection 3.1(s) hereof, read as though they did not contain any qualification as to materiality or Material Adverse Effect, shall be true and correct at Closing with the same force and effect as if made at and as of the Closing Time; except where the failure of such representations or warranties to be so true and correct, in the aggregate and taken together with any matters or events referred to in the amended or supplemented disclosure contemplated below in this subsection 5.1(e), has not had a Material Adverse Effect on the Corporation. From time to time after the date of this Agreement until the Closingclose of business on the third (3rd) Business Day prior to the Closing Date, no event shall the Seller may deliver to the Purchaser a supplement or amendment to its written disclosure relating to the representations and warranties set forth in Section 3.1 that updates the matters set forth in such written disclosure to reflect (and only to reflect) events that have occurred after the date hereof and prior to such third (3rd) Business Day preceding the Closing Date. Any such amended or supplemented disclosure shall make specific reference only to such matters or events that has hadoccur after the date hereof and prior to such third (3rd) Business Day preceding the Closing Date and shall be deemed, or would reasonably be expected upon its delivery to havePurchaser, a Material Adverse Effect; (d) The Company to amend and its Subsidiaries shall own no less than supersede the Minimum Coal Inventory Amount and no less than $8,000,000 prior written disclosure as to the matters set forth therein for purposes of parts inventory; (e) All determining the indemnification rights of the Employees of the Company and its Subsidiaries shall have been terminatedPurchaser arising under Section 7.2 hereof with respect to any such matter or event; (f) The Purchaser shall have received certificates dated as of the Closing Date and signed covenants contained in this Agreement to be complied with or performed by the Seller to the effect shall have been complied with or performed; provided that the conditions matters set forth in Sections 7.2(a)this subsection shall not be a condition to the obligation of the Purchaser to consummate the purchase of the Purchased Shares and the Safe Income Notes hereunder unless and until such matters, 7.2(b) and 7.2(c) in the aggregate, shall have been satisfiedhad or may have a Material Adverse Effect on the Purchaser or the Corporation; (g) The consents the Purchaser shall have received a certificate confirming the matters set forth in subsections 5.1(e) and approvals listed 5.1(f), signed for and on Section 7.2(g) behalf of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) Seller by a senior officer of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be Seller in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfiedacting reasonably; (h) The Purchaser the Opinion of the Seller’s Counsel shall have received been delivered to the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise;Purchaser; and (i) The condition identified on the Reorganization Plan shall have been completed except (subject to Section 7.2(i4.14) where the failure to complete any part of the Reorganization Plan shall not materially prejudice the Purchaser’s Disclosure Schedule shall be satisfied; and (j) . The Seller shall have executed and delivered (or caused to be executed and deliveredconditions set forth in subsections 5.1(d) to 5.1(i) are for the sole benefit of the Purchaser all agreements and other documents required may be waived by the Purchaser, by express or specific action to be executed that effect, in whole or in part at any time and delivered from time to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))time in its sole discretion.

Conditions to Obligations of the Purchaser. The In addition to the terms and provisions of Section 2.3, the obligation of the Purchaser to consummate the transactions contemplated by this Agreement each Closing is subject to the satisfaction (satisfaction, or the waiver in writing by at the Purchaser in its Purchaser’s sole and absolute discretion) , of all the following further conditions: (ai) Each The Seller shall have duly performed in all material respects all of its obligations hereunder required to be performed by him at or prior to such Closing Date, (ii) the representations and warranties of the Seller’s Fundamental Representations Seller contained in this Agreement, the Additional Agreements and in any certificate or other writing delivered by the Seller pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects, at and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the such Closing Date Date, as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case date with only such representation and warranty shall have been true and correct exceptions as of such earlier date, except could not in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not aggregate reasonably be expected to result in have a Material Adverse Effect; , (biii) The Seller there shall have performed been no event, change or complied in all material respects occurrence which individually or together with all obligations and covenants required by this Agreement to be performed any other event, change or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closingoccurrence, no event shall have occurred that has had, or would could reasonably be expected to have, have a Material Adverse Change or a Material Adverse Effect; , regardless of whether it involved a known risk, and (div) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated as of the Closing Date and a certificate signed by the Seller to the effect that the conditions set forth in Sections 7.2(aclauses (i), 7.2(b(ii) and 7.2(c(iii) of this Section 8.2(a). (b) Purchaser shall have been satisfied; received a copy of all material Seller Consents (g) The including any required consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtainedlandlords under the Leases), and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not no such material Seller Consent shall have been satisfied;revoked. (hc) The Seller shall have delivered to Purchaser documents satisfactory to Purchaser to evidence the release of all Liens on any portion of the assets of the Business. (d) The Purchaser shall have received updated Schedules to this Agreement as of a date within three days of such Closing Date. (e) Purchaser will have received an opinion of counsel to the funds sufficient Seller substantially in the form of Exhibit D hereto. (f) All outstanding debt or interests of the Gaming Room shall have been converted, exercised, cancelled or terminated prior to pay the Initial Closing Date Purchase Price from Date. (g) The Additional Agreements shall be in full force and effect or become effective on the Financing or otherwise;Initial Closing Date. (h) Each of the persons listed on Schedule 8.2(g) will have entered into a five-year Employment Agreement with the Business containing standard non-compete and non-solicitation provisions. (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule All Affiliate Transactions shall be satisfied; andhave been terminated. (j) The Purchaser shall have completed and been satisfied with its due diligence investigation of the Seller and the Business. (k) All employees of the Business shall have entered into standard confidentiality and non-disclosure agreements with the Business, containing, among other things, that such employee’s employment is on an at-will basis. (l) With respect to the Initial Closing, the Gaming Room shall have achieved an average monthly Rolling Chip Turnover of at least US$150 million from December 1, 2010 to April 30, 2013, as evidenced by the Books and Records. (m) With respect to the Subsequent Closing, the Seller shall have executed received the renewal or extension of the collaborator’s existing agreements between Mx. Xxxx Yxx Xxxx and delivered a newly designated officer from the Purchaser to promote the Gaming Room through at least December 31, 2014. (or caused to be executed and deliveredn) With respect to the Subsequent Closing, there shall have occurred a restructuring of the promotion operations of the Gaming Room in the form of entering into a new collaborator agreement and the execution of a profit interest agreement to assign profits between the newly designated officer from the Purchaser all agreements and other documents required to be executed Frontier Champion Limited on terms and delivered conditions satisfactory to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))Purchaser.

Conditions to Obligations of the Purchaser. The In addition to the terms and provisions of Section 2.3, the obligation of the Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction (satisfaction, or the waiver in writing by the Purchaser in its at Purchaser’s sole and absolute discretion) , of all the following further conditions: (a) (i) Each of the Seller’s Fundamental Representations Company and the Seller shall have duly performed in all material respects all of their respective obligations hereunder required to be performed by them at or prior to the Closing Date, (ii) the representations and warranties of the Company and the Seller contained or referred to in this Agreement, the Additional Agreements and in any certificate or other writing delivered by the Company and the Seller pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation as if made at and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except date with only such exceptions as could not in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not aggregate reasonably be expected to result in have a Material Adverse Effect; , (biii) The Seller there shall have performed been no event, change or complied in all material respects occurrence which individually or together with all obligations and covenants required by this Agreement to be performed any other event, change or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closingoccurrence, no event shall have occurred that has had, or would could reasonably be expected to have, have a Material Adverse Change or a Material Adverse Effect;, regardless of whether it involved a known risk. (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory; (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (fb) The Purchaser shall have received certificates dated as (i) copies of resolutions duly adopted by (a) the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(aBoard of Director(s), 7.2(b) and 7.2(c) shall have been satisfied; (g) The consents and approvals listed on Section 7.2(g) Shareholders or Members of the Seller’s Disclosure Schedule , the Company and each of Subsidiaries if required, authorizing this Agreement and the Additional Agreements (if necessary) and the transactions contemplated hereby and thereby, (ii) the updated register of shareholder or members and/or the register of directors of the Company, Seller and the Subsidiaries reflecting the change of shareholders, members and directors for the purpose of this Transaction, which shall have be certified by their registered agents, (iii) a share certificate of Company reflecting owning all the Shares by the Seller; (iv) a PRC legal opinions on the Operation Company, the form and content of which has been obtainedattached hereto as Exhibit C, and (v) a certificate of the notices listed on Section 7.2(g) chairman or person in the similar position of the Seller’s Disclosure Schedule shall have been given, the Company and each such consentof Subsidiaries certifying each of the foregoing, approval completion of covenants and notice shall correctness of representations and warranties and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied;delivered pursuant hereto. (hc) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s updated Disclosure Schedule shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant Schedules to this Agreement at or as of a date within three days prior to the Closing Date. (including all certificates, documents d) The original stock ledgers and instruments required to minute books of the Company shall be delivered to the Purchaser at Purchaser. (e) The Additional Agreements shall be in full force and effect or become effective on the Closing pursuant to Section 2.5(a))Date.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement purchase of the Subject Shares is subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretionPurchaser) of the following further additional conditions: (a) Each The Purchaser shall have conducted and completed a thorough business, legal and financial due diligence investigation of the Seller’s Fundamental Representations Company which shall be satisfactory in all material respects to the Purchaser (the “Due Diligence Investigation”); provided, that so long as the Stockholders shall furnish Purchaser and its representatives with all information concerning the Company as Purchaser may reasonably request, and shall permit Purchaser and its representatives with access to Company personnel, the Purchaser shall complete such Due Diligence Investigation within sixty (60) days from the date of execution of this Agreement (the “Due Diligence Period”). Unless Purchaser shall notify the Stockholders on or before expiration of the Due Diligence Period that it intends to terminate this Agreement by reason of an unsatisfactory Due Diligence Investigation, such condition to the obligations of Purchaser to consummate this Agreement shall be deemed to have been satisfied. (b) The representations and warranties of the Stockholders and the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct in all material respects, and each other representation and warranty as of the Seller made in Article III 58 date of this Agreement and Article IV shall be true and correct in all respects as of the Closing Date as if though made at and as of the Closing DateDate (provided, except in each case however, that to the extent that such representation and warranty refers specifically expressly relates to an earlier date, in which case such representation and warranty shall have been be true and correct as of such earlier date), except in the case of for any untrue or incorrect representations and warranties other than that, individually or in the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would aggregate, do not reasonably be expected to result in have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (bc) The Seller Stockholders and the Company shall have performed or complied in all material respects with all obligations its agreements and covenants required by this Agreement to be performed or complied with by it at under this Agreement as of or prior to the Closing; (c) During the period from the date of this Agreement until the ClosingClosing Date, no event shall except for such non-performance or non-compliance as does not have occurred that has had, or would reasonably be expected to have, a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) The audit of the Annual Financial Statement of the Company shall reflect that the net sales revenues and Pre-Tax Profits of the Company and its Subsidiaries shall own no DiscCo for the 2014 Fiscal Year were not less than ninety (90%) of the Minimum Coal Inventory Amount estimated $53,800,000 of net sales revenues and no less than estimated $8,000,000 10,000,000 of parts inventoryPre-Tax Profits reflected on the unaudited Fiscal Year Financial Statements; (e) All The Purchaser shall have received from one or more Investors not less than $35,000,000 of gross proceeds of the Employees Required Financing on terms and conditions reasonably acceptable to the Purchaser and that comply with the provisions of the Company and its Subsidiaries shall have been terminatedthis Agreement; (f) The Purchaser shall have received certificates dated as obtained (and shall have provided copies thereof to the Company) the written consent or approval of the Closing Date requisite holders of a majority of its voting capital stock, if and signed to the extent required by applicable Law or the rules of the Nasdaq Capital Markets, to the execution, delivery and performance by the Seller Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party, in form and substance satisfactory to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfiedPurchaser; (g) The consents Company and approvals listed on DiscCo shall have complied with the provisions of Section 7.2(g4.4(h) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfiedthis Agreement; (h) No Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (i) The Stockholders shall have delivered to the Purchaser and any Purchaser Subsidiary a certificate (the “Stockholders Certificate”) to the effect that (i) to the knowledge of the Stockholders, the representations and warranties of the Stockholders and the Company set forth in Article II of this Agreement are true and correct as at the Closing Date (provided, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; and (ii) each of the conditions, covenants and agreements required to be performed by the Stockholders and the Company under this Agreement have been performed or reasonably satisfied in all material respects; (j) The Purchaser shall have received from Xxxxx Xxxxx, LLP, counsel to Xxxxxxxx and Xxxxx Miles XxXxxxx Xxxxxxx, LLP, counsel to Xxxxxxx, an opinion on the funds sufficient matters set forth in Exhibit E attached hereto, addressed to pay the Purchaser and dated as of the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfiedDate; and (jk) The Seller All conditions precedent to consummation of the “Merger” (as defined in the Merger Agreement) shall have executed and delivered been satisfied, other than the filing of the “Certificate of Merger” (or caused to be executed and deliveredas defined in the Merger Agreement) to with the Purchaser all agreements and other documents required to be executed and delivered to Secretary of State of the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))State of Nevada.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to consummate the transactions contemplated by this Agreement is hereby are subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) Purchaser’s waiver, at or prior to Closing, of the following further conditions: (a) Each The representations and warranties of the Seller’s Fundamental Representations Company set forth in Article III and the representations and warranties of the Sellers set forth in Article IV (in each case, without taking into account any “Company Material Adverse Effect”, “material adverse effect” or other materiality qualifications) shall each be true and correct in all material respects, on and each other representation and warranty as of the Seller made in Article III 58 date of this Agreement and Article IV shall be true and correct in all respects as of the Closing Date with the same force and effect as if though made at on and as of the Closing Date, except in each case to the extent that such any representation and or warranty refers specifically is limited by its terms to an earlier date, a specific date or range of dates (in which case such representation and warranty shall have been need only be true and correct as on the date or during the range of such earlier datedates so specified), except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would could not reasonably be expected to result in have a Company Material Adverse Effect;. (b) The Seller Each of the Company and the Sellers shall have performed or and complied in all material respects with all obligations of the agreements and covenants required by under this Agreement to be performed or complied with by it at or prior to or at the Closing;. (c) During the period from the date of this Agreement until the Closing, no event There shall not have occurred that has had, or would reasonably be expected to have, a Company Material Adverse Effect;. (d) The Company and its Subsidiaries shall own no less than have delivered to the Minimum Coal Inventory Amount and no less than $8,000,000 Purchaser a certificate, executed by a duly authorized officer of parts inventory;the Company in his or her capacity as such, certifying that the conditions specified in Sections 7.01(a) through (c) have been fulfilled. (e) All of applicable waiting periods (and any extensions thereof) under the Employees of HSR Act and the Company and its Subsidiaries GWB shall have expired or otherwise been terminated;. (f) The Purchaser There shall have received certificates dated as not be in force any Law, order, judgment, injunction, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Closing Date and signed by the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;transactions contemplated hereby. (g) The consents and approvals listed on Section 7.2(g) of Prior to or at the Seller’s Disclosure Schedule Closing, the Company shall have been obtained, and delivered the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be following closing documents to Purchaser in form and substance reasonably satisfactory acceptable to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise;: (i) The condition identified on a certified copy of the resolutions of the Company’s board of directors authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby; (ii) written resignations of (A) each of the directors of each of the Company and the Company Subsidiaries and (B) those officers of the Company and the Company Subsidiaries, in each case, designated by the Purchaser at least ten (10) Business Days prior to the Closing Date; (iii) a certificate from the Company, in form and substances as prescribed by Treasury Regulations promulgated under Code section 1445, stating that the Company is not, and has not been during the relevant period specified in Section 7.2(i897(c)(1)(ii) of the Purchaser’s Disclosure Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (iv) the third party consents set forth on Schedule shall be satisfied7.01(g)(iv); (v) a letter from Xxxxxxxxxx & Co., L.L.C. terminating any management services agreement or any similar consulting or services agreement between Xxxxxxxxxx & Co., L.L.C. or any of its Affiliates and the Company or any Company Subsidiaries; (vi) the payoff letters and other documents set forth in Section 2.05(a); and (jvii) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a)).a pay-off letter from Xxxxxx X. Xxxxx & Co.

Conditions to Obligations of the Purchaser. The obligation obligations of the Purchaser to acquire the Success Equity Interests and to consummate the transactions contemplated by this Agreement is other Contemplated Transactions shall be subject to the satisfaction (satisfaction, at or waiver in writing by prior to the Purchaser in its sole discretion) Closing, of the following further conditions:conditions (any of which may be waived by in writing the Purchaser): (a) Each of the Seller’s Fundamental Representations representations and warranties in Article II and Article III shall be have been true and correct in all material respects, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects (disregarding any materiality qualifications set forth therein) as of the Closing Effective Date as if made at and as of the Closing Date, except in each case to the extent that such representation case, except for those representations and warranty refers specifically warranties which expressly relate to an earlier date, date (in which case such representation representations and warranty warranties shall have been true and correct in all material respects as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect); (b) The the Seller Parties shall have performed or complied in performed, as applicable, all material respects with all obligations of the covenants and covenants agreements required by this Agreement to be performed by them under this Agreement or complied with by it any of the other Transaction Documents at or prior to the ClosingClosing in all material respects; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that there has had, or would reasonably be expected to have, not been a Success Company Material Adverse Effect; (d) The Company and its Subsidiaries each Key Management Team Member shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventoryhave entered into his New Employment Agreement; (e) All of the Employees of the Company and its Subsidiaries Seller Parties shall have been terminatedprovided the Purchaser with (i) proof of continuous malpractice coverage and the No Loss Warranty Letter in the form attached as Exhibit C, and (ii) a certificate of insurance evidencing such coverage in a form acceptable to the Purchaser; (f) The the Seller Parties shall have made or delivered all filings and notices, and shall have obtained all consents and approvals set forth on Section 5.5 of the Seller Disclosure Letter, in each case in a form reasonably acceptable to the Purchaser, as required to convey, transfer and assign the Success Equity Interests to the Purchaser and to consummate the Contemplated Transactions; (g) Greenbrook shall have received certificates dated the Greenbrook Shareholder Approval; (h) Greenbrook shall have received the consents set forth on Section 7.2(h) of the Seller Disclosure Letter, in form and substance reasonably acceptable to the Purchaser; and (i) the Seller Parties shall have delivered (or caused to be delivered) to the Purchaser the following agreements, documents and other items: (i) amended and restated limited liability company agreement of Success identifying the Purchaser as the sole member; (ii) an executed counterpart signature page of the applicable Seller Parties to the Escrow Agreement; (iii) an executed counterpart signature page from each of the owners of the Medical Practices to their respective Management Services Agreement; (iv) an executed counterpart signature page of each of the Seller Parties to the Lock-Up Agreement; (v) an executed counterpart signature page from each of the Medical Practices and the members of the Medical Practices to their respective Stock Transfer Restriction Agreements; (vi) an executed counterpart signature page of Xxxxxxxx Xxxxx to the Investors Rights Agreement; (vii) an executed counterpart signature page of the Seller LLCs to the Registration Rights Agreement; (viii) a duly executed IRS Form W-9 or other certification pursuant to Treasury Regulations Section 1.1445-2(b) for each Seller Party certifying that such Seller Party is not a foreign person within the meaning of Section 1445 of the Code; (ix) an executed counterpart signature page of each of Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxx to his New Employment Agreement; (x) the written resignations of each officer and member of the board of directors or managers of each of the Transferred Companies effective as of the Closing Date Closing, in form and substance reasonably satisfactory to the Purchaser; (xi) a certificate signed by the Sellers' Representative on behalf of the Seller to the effect Parties certifying that the conditions set forth specified in Sections 7.2(a), Section 7.2(b) and 7.2(c) shall have been satisfied; (gxii) The consents and approvals listed a certificate on Section 7.2(g) behalf of the Seller’s Disclosure Schedule shall have been obtainedSeller Parties executed by the Sellers' Representative certifying that attached thereto are (i) true and complete copies of all resolutions, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, adopted by the boards of managers (or an equivalent governing body thereof) of the Seller and the Transferred Companies approving the Contemplated Transactions and that all such resolutions are in full force and effect effect, (ii) true, correct and not subject complete copies of Governing Documents of the Transferred Companies, and (iii) a true, correct and complete list of all officers and managers of the Transferred Companies as of immediately prior to the satisfaction of any condition that has not been satisfiedClosing; (hxiii) The Purchaser shall have received certificates, executed by the funds sufficient proper official, as to pay the good standing of each of the Transferred Companies to do business in its jurisdiction of formation or incorporation, dated within five (5) days prior to the Closing Date Purchase Price from the Financing or otherwiseDate; (ixiv) The condition identified on Section 7.2(i) payoff letters related to any Indebtedness of any of the Purchaser’s Disclosure Schedule Transferred Companies other than the Closing Indebtedness to be assumed by Purchaser at Closing and evidence that all Encumbrances on the Transferred Companies, their respective assets and/or Equity Interests shall be satisfied; and (j) The Seller shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement released at or prior to the Closing (Closing, including all certificates, documents and instruments required completed copies of UCC-3 termination statements related to such Encumbrances to be delivered filed on the Closing Date (or written authorization from the holders of such Encumbrances to file UCC-3 termination statements upon payment of the amount stated in such holder's payoff letters), in each case in form and substance reasonably satisfactory to the Purchaser; (xv) a final invoice with respect to the fees disclosed on Section 2.6 of the Seller Disclosure Letter and Section 3.14 of the Seller Disclosure Letter; (xvi) a termination and general release from each of the plaintiffs in the Pending Litigations; and (xvii) evidence of termination of the agreements set forth on Section 7.2(i)(xv) of the Seller Disclosure Letter; and (xviii) such other documents, instruments, certificates or consents relating the Business or the Contemplated Transactions as the Purchaser at the Closing pursuant to Section 2.5(a))or Greenbrook may reasonably request.

Conditions to Obligations of the Purchaser. The Purchaser’s obligation to purchase the Shares at the Closing is subject to the satisfaction, at or prior to the Closing, of the Purchaser following conditions: (a) The representations and warranties made by the Company in Article III hereof shall be true and correct as of the date of the Closing with the same force and effect as if they had been made as of the date of the Closing, and the Company shall have performed all obligations and conditions herein required to consummate be performed or observed by it on or prior to the Closing. (b) The Company shall have obtained any and all consents, permits and waivers necessary for consummation of the transactions contemplated by this Agreement is subject and the Related Agreements, except for such as may be properly obtained subsequent to the satisfaction Closing. Any applicable waiting period under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, and any applicable foreign equivalent thereof shall have expired or been terminated, as applicable. (or waiver in writing c) The Company shall have delivered to the Purchaser a Compliance Certificate, executed by the Purchaser in its sole discretion) President of the following further conditions: (a) Each of the Seller’s Fundamental Representations shall be true and correct in all material respectsCompany, and each other representation and warranty of the Seller made in Article III 58 and Article IV shall be true and correct in all respects as of the Closing Date as if made at and as of dated the Closing Date, except in each case to the extent effect that such representation the conditions specified in subsections (a) and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall Section 6.1 have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect;been satisfied. (d) The Purchaser shall have received from the Company’s Secretary, a certificate having attached thereto (i) the Company’s Certificate of Incorporation as in effect at the time of the Closing, (ii) the Company’s Bylaws as in effect at the time of the Closing, (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (iv) good standing certificates (including tax good standing) with respect to the Company and its Subsidiaries shall own no less than subsidiaries from their respective jurisdictions of incorporation and any other jurisdiction in which they are, or are required to be, qualified to do business, dated within a recent date of the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;Closing. (e) All On the Closing Date, the sale and issuance of the Employees of Shares shall be legally permitted by all laws and regulations to which the Purchaser and the Company and its Subsidiaries shall have been terminated;are subject. (f) The Purchaser shall have received certificates from Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP, legal counsel to the Company, an opinion addressed to them, dated as of the Closing Date and signed by Date, in substantially the Seller to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) shall have been satisfied;form attached hereto as EXHIBIT B. (g) The consents All corporate and approvals listed on Section 7.2(g) of other proceedings in connection with the Seller’s Disclosure Schedule shall have been obtained, transactions contemplated at the Closing hereby and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, all documents and each instruments incident to such consent, approval and notice transactions shall be in form and substance reasonably satisfactory in substance and form to the Purchaser, in full force and effect and not subject to the satisfaction Purchaser shall have received all such counterpart originals or certified or other copies of any condition that has not been satisfied;such documents as they may reasonably request. (h) The Purchaser There shall not have received been any Change of Control with respect to the funds sufficient to pay the Closing Date Purchase Price from the Financing or otherwise;Company. (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Seller Related Agreement shall have been executed and delivered (or caused to and shall be executed in full force and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to the Purchaser pursuant to this Agreement at or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))effect.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or or, if permitted by applicable Law, the waiver in writing by at the Purchaser in its Purchaser’s sole and absolute discretion) , of all the following further conditions: (a) Each of the Seller’s Sellers and Optionholders and each of the Acquired Companies shall have duly performed and complied with, in all material respects, all of its obligations hereunder required to be performed or complied by it on or prior to the Closing Date. (1) Each of the Seller Fundamental Representations shall be true and correct in all material respects, but de minimis respects on and each other representation and warranty as of the date hereof and on and as of the Closing Date, as if made at and as of such date, except to the extent such representations and warranties are expressly made as of an earlier date, in which case the same shall be true, correct and complete only as of such date; and (2) each of the representations and warranties of Sellers or Optionholders contained in this Agreement (other than the Seller made in Article III 58 Fundamental Representations), disregarding all “materiality”, “Material Adverse Effect” and Article IV similar qualifications, shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date Date, as if made at and as of the Closing Date, such date (A) except in each case to the extent that such representation representations and warranty refers specifically to warranties are expressly made as of an earlier date, in which case such representation the same shall be true, correct and warranty shall have been true and correct complete only as of such earlier date, and (B) except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be so true and correct correct, has not had, and would not reasonably be expected to result in a Material Adverse Effect; (b) The Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) During the period from the date of this Agreement until the Closing, no event shall have occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; (c) There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect. (d) The Company Each Key Employee shall have executed and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount delivered to Purchaser an Employment Agreement and no less than $8,000,000 of parts inventory;Employment Agreement delivered to Purchaser prior to the Closing shall have been repudiated, rescinded, modified, or terminated by the applicable individual party thereto. (e) All of the Employees of the Company and its Subsidiaries shall have been terminated; (f) The Purchaser shall have received certificates dated evidence that all Consents set forth on Schedule 9.2(e) and any Consent with respect to a Material Contract which should have been listed in Schedule 4.3 as of the Closing Date date hereof (but was not listed) have been given or obtained and signed have not been revoked. (f) The Registration Rights and Lock-Up Agreement entered into by the Seller to Purchaser and the effect that the conditions set forth in Sections 7.2(a), 7.2(b) Sellers and 7.2(c) Optionholders shall not have been satisfied;repudiated, rescinded, modified or terminated by any of the Sellers or any Optionholder. (g) The consents and approvals listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been obtained, and the notices listed on Section 7.2(g) of the Seller’s Disclosure Schedule shall have been given, and each such consent, approval and notice shall be in form and substance reasonably satisfactory to the Purchaser, in full force and effect and not subject to the satisfaction of any condition that has not been satisfied; (h) The Purchaser shall have received all of the funds sufficient items set forth in Section 2.6(b). (h) No holders of Equity Interests in any Transferred Entity shall have exercised rights of first refusal or other rights preventing the conveyance of Equity Interests owned by Sellers in such Transferred Entity to pay the Closing Date Purchase Price from the Financing or otherwise;Purchaser and no Optionholder shall have exercised any Option. (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; and (j) The Each Seller and Optionholder that is a natural person shall have executed and delivered (or caused to be executed and delivered) to the Purchaser all agreements and other documents required to be executed and delivered to Purchaser a spousal consent in the Purchaser pursuant to this Agreement at form attached hereto as Exhibit D executed by his or prior to the Closing (including all certificates, documents and instruments required to be delivered to the Purchaser at the Closing pursuant to Section 2.5(a))her spouse.

Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the transactions contemplated by this Agreement is Acquisition Transaction shall be subject to the satisfaction (or waiver in writing by the Purchaser in its sole discretion) fulfillment of each of the following further conditions:. (a) Each of the Seller’s Fundamental Representations The Warranties shall be true and correct in all material respectsrespects on the Closing Date with the same force and effect as if made as on each such date, and each other representation and warranty except where any such failure of the Seller made representations and warranties in Article III 58 and Article IV shall the aggregate to be true and correct in all respects as of the Closing Date as if made at and as of the Closing Date, except in each case to the extent that such representation and warranty refers specifically to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date, except in the case of representations and warranties other than the Seller’s Fundamental Representations where the failure of such representations and warranties to be true and correct would not reasonably be expected to result in have a Material Adverse Effect;. (b) The Seller On each of the Closing Date, and Subsequent Payment Date, no Action shall have performed been commenced or complied threatened by or before any Governmental Authority against the Vendors or the Purchasers seeking to restrain the Acquisition Transaction which, in all material respects with all obligations and covenants required by this Agreement the reasonable, good faith determination of the Purchaser, is likely to be performed render it impossible or complied with by it at or prior unlawful to the Closing;consummate such transactions. (c) During All members of the Management Team shall have signed the executive service agreement (the substance of which has been listed in Schedule 2) with the Company reasonably acceptable to the Purchaser, for a period from of four years and the said signed executive service agreement shall have been delivered to the Purchasers. (d) Since the date of this Agreement until the ClosingAgreement, no fact, circumstance, event or change shall have occurred that occurred, or be reasonably likely to occur, which has had, or would could reasonably be expected to have, a Material Adverse Effect; (d) The Company and its Subsidiaries shall own no less than the Minimum Coal Inventory Amount and no less than $8,000,000 of parts inventory;. (e) All Each of the Employees of the Company and its Subsidiaries Vendors shall have been terminated;performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it under this Agreement at and/or prior to the Closing Date. (f) The Purchaser Each of the Vendors shall have received certificates dated waived any pre-emptive rights it may have relating thereto as of the Closing Date and signed contemplated by this Transaction by the Seller to articles of association of each Group Member and the effect that applicable Law and the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(c) relevant written consents evidencing such waive executed by such Vendors respectively shall have been satisfied;delivered to the Purchaser, in the form satisfactory to the Purchaser. (g) The consents and approvals listed on Section 7.2(g) shareholders, the board of directors and/or equivalent internal power authority of the Seller’s Disclosure Schedule Purchasers have approved the Transaction and the relevant documents shall have been obtaineddelivered to the Purchasers, in the form satisfactory to the Purchasers. (h) The Purchasers shall have completed their due diligence inquiry of each Group Member and be reasonably satisfied with the notices listed on Section 7.2(gresults thereof. (i) Each Group Member's outstanding debt owing to any of the Seller’s Disclosure Schedule Vendors, including without limited to the outstanding loans whatsoever, shall have been given, waived by each of the Vendors and an acknowledgement from each such consent, approval and notice shall be of the Vendors in the form and substance reasonably satisfactory to the Purchaser, in full force addressed to each Group Member and effect and not subject the Purchasers, shall have been delivered to the satisfaction of Purchasers, expressly confirming that any condition that Group Member has not been satisfied; (h) The Purchaser shall have received no any indebtedness owing to such Vendor at the funds sufficient to pay date thereof and if any, the Closing Date Purchase Price from the Financing or otherwise; (i) The condition identified on Section 7.2(i) of the Purchaser’s Disclosure Schedule shall be satisfied; andsaid Vendor expressly waive such indebtedness. (j) The Seller Company's AOA, in the form and substance as set forth in Annex 1, shall have been executed by each of the Transferors and been delivered to the Purchaser. (k) The duly executed instrument shall have been delivered to the Purchaser, expressly evidencing the alteration to each Group Member's shareholding registration as contemplated herein (including without limited to (i) the registration of the new directors of the board of the Company appointed by Xxxxx in accordance with the AOA, (ii) the registration of Xxxxx as the new shareholder of the Company holding 51% equity of the Company, (iii) the registration of the AOA). (l) The minutes of Company's shareholders meeting approving this Agreement, AOA, the related agreements as contemplated in the Transaction shall have been delivered to the Purchaser. (m) The resolution of the board of directors of the Company approving and authorizing this Agreement, AOA, the related agreements as contemplated in this Agreement, the Transaction shall have been delivered to the Purchaser; (n) The letters of resignation from all the current directors of the board or caused (in the case of no board of the directors) the executive director of the Company shall have been delivered to be the Purchasers; (o) The Company shall issue to the Purchasers a capital contribution certificate in the form satisfactory to the Purchasers evidencing Taide's holding of 51% share equity interest in the registered capital of the Company. (p) The shareholder agreement and subscription agreement, the form and substance of which are material same as Annex 2 and 3 has been executed and deliveredby the relevant parties thereof. (q) The necessary documents certifying that the Company is the sole shareholder of Guangzhou Hyperlink shall have been delivered to the Purchasers; and (r) Any other documents to give to the Purchaser all agreements good title to the Sale Equity, to enable Xxxxx to become the 51% registered holder of the Company, to control each Group Member, and other documents required to be executed understand the financial situation and operation of each Group Member, shall have been delivered to the Purchaser pursuant Purchaser. The Parties shall make best efforts to fulfill the conditions set out in this Agreement at Section 5.01 and 5.02, including without limitation to obtain all approvals from relevant authorities for the purpose of the Acquisition Transaction. If due to either party's default the Closing does not take place on or prior to the Termination Date (as defined in Section 9.02 hereof), the other party which is not at default has the right to terminate this Agreement by giving written notice to such defaulting party and claim any damages and/or loss incurred by it. Closing (including all certificates, documents and instruments required to be delivered shall not prejudice the rights of the Purchasers with respect to the Purchaser at above conditions or the Closing pursuant obligations of the Vendors to Section 2.5(a))provide or procure the same except as explicitly waived by the Purchasers in writing.