Common use of CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING Clause in Contracts

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares and Warrants being purchased by such Purchaser, are conditioned upon the satisfaction by the Company (or waiver by such Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; 5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the Company shall have delivered to such Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing as of the Closing Date; and 5.1.9 the Company shall have authorized and reserved for issuance the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable evidence thereof.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each The ------------------------------------------------ Purchaser's obligations at the Closing, including without limitation its obligation hereunder to purchase and pay for the Shares and Warrants being purchased by such Purchaser, Note are conditioned upon subject to the satisfaction by the Company (or waiver by such Purchaser) the Purchaser of each of the following events as of the Closing Dateconditions: 5.1.1 (a) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date the Closing Date as if made on such date; 5.1.2 (b) the Company shall have complied with or performed performed, in all material respects respects, all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company it on or before the Closing; 5.1.3 (c) each of the Closing Date Transaction Documents shall occur on a date that is not later have been executed by each party thereto other than December 12the Purchaser, 2000and the Company shall have met all required conditions precedent to the effectiveness thereof; 5.1.4 (d) the Company shall have delivered and pledged to the Purchaser the number of shares of BLCI Stock required hereby and under the Security Agreement, in the form required thereunder, having a Value of not less than one hundred and twenty-five percent (125%) of the original principal amount of the Note; (e) the Company shall have delivered to such the Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 paragraphs (a), (b), (c) and (d) above have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made hereinfulfilled; 5.1.5 (f) the Company shall have delivered to such the Purchaser an opinion opinions of counsel for the Company, dated as of such datethe Closing Date, in substantially covering the form matters set forth on in Exhibit 5.1.5 hereto7.1 in form reasonably satisfactory to Purchaser; 5.1.6 (g) the Company shall have delivered to the Purchaser (i) executed copies of Financing Statements (Form UCC-1), in form suitable for filing under the Uniform Commercial Code in such jurisdictions as may be necessary or advisable to perfect the security interests created by the Security Agreement, (ii) a lien search, dated as of recent date prior to the Closing, listing all financing statements which name the Company as debtor and which are filed in the jurisdictions referred to in (i) above, and (iii) executed copies of such documentation as may be customarily required by an agent of the Purchaser duly executed certificates representing engaged to hold all or any of the Shares and Warrants being purchased by such PurchaserCollateral; 5.1.7 (h) the Company shall have executed delivered to the Purchaser (i) an assignment of registration rights under the Registration Rights Agreement from the Company to the Purchaser, consented to by BLCI, and delivered (ii) the written confirmation of BLCI to a written request for demand registration rights by the Purchaser pursuant to the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing as of the Closing Date; and 5.1.9 the Company (i) there shall have authorized been no material adverse changes in the consolidated business or financial condition of PGI and reserved for issuance its affiliates on a combined basis since June 30, 1997 which have not been disclosed in writing to the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable evidence thereofPurchaser.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each The Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares and Warrants being purchased by such PurchaserPreferred Shares, are conditioned upon the satisfaction by the Company fulfillment (or waiver by such the Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; 5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the Company shall have delivered to such the Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 paragraphs 5.1.1 and 5.1.2 above have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty ; 5.1.4 the Company shall have filed the Certificate of Designation with the Secretary of State of the Company made hereinState of Delaware and shall have furnished the Purchaser with a file-stamped copy thereof; 5.1.5 the Company shall have delivered to such the Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Preferred Shares and Warrants being purchased by such Purchaserso purchased; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market AMEX and no suspension of trading in the Common Stock on such market shall not have been suspended; 5.1.9 there shall have occurred and be continuing as been no material adverse changes in the Company's consolidated business or financial condition since the date of the Closing Date; andCompany's most recent audited financial statements contained in the Disclosure Documents; 5.1.9 5.1.10 the Company shall have authorized and reserved for issuance at least one hundred and fifty percent (150%) of the aggregate number of shares of Common Stock required issuable upon conversion of all of the Preferred Shares to be reserved under paragraph 4.5 hereof, and issued at the Closing (such number to be determined using the Conversion Price in effect on the Closing Date); and 5.1.11 each of the Company's executive officers who own shares of Common Stock shall have provided executed and delivered a letter agreement addressed to the Purchaser regarding such person's agreement to refrain from selling such person's holdings of Common Stock for one (1) year from the Closing Date, PROVIDED that such sales may be made -------- pursuant to (i) a registered public offering, (ii) a merger, acquisition or tender offer that requires or permits such person to tender such Common Stock, (iii) a strategic partnership or joint venture which is formed for a bona fide commercial purpose or (iv) rights granted to a pledgee of such Common Stock pursuant to a margin arrangement. 5.1.12 each of the Company's executive officers who owns shares of Common Stock shall have executed and delivered a letter agreement addressed to the Purchaser regarding such person's agreement to vote such shares in favor of any proposal made at or in connection with reasonable evidence thereofany meeting of the holders of the Company's Common Stock regarding (i) approval of the transactions contemplated herein or (ii) the authorization of additional shares of Common Stock for issuance upon conversion of the Preferred Shares; and 5.1.13 the Company shall have notified the Purchaser in writing of the name, address, telephone number and fax number of the Transfer Agent (and the name of a contact person or persons) for the purpose of delivering Conversion Notices (as defined in the Certificate of Designation).

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each The Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived in writing in whole or in part by the Purchaser: (a) The representations and Warrants being purchased by such Purchaser, are conditioned upon the satisfaction warranties made by the Company (or waiver by such Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement herein shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date with the same force and effect as it they had been made on and as of such date as if made on such the same date; 5.1.2 ; and the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are herein required to be complied performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement which need to be obtained prior to the Closing. (c) The Company shall have filed the Restated Certificate in the form attached as EXHIBIT B with or performed the Delaware Secretary of State. (d) At the Closing, the purchase of the Series D Preferred by the Purchaser hereunder shall be legally permitted by all laws and regulations to which the Purchaser or the Company on or before the Closing;are subject. 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the (e) The Company shall have delivered to such the Purchaser a certificate, signed certificate executed by an officer the Chief Financing Officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such datethe Closing Date, certifying to the fulfillment of the conditions specified in substantially the form set forth on Exhibit 5.1.5 hereto;subsections (a) and (b) of this Section 7.1. 5.1.6 the Company (f) The Purchaser shall have delivered received from Venture Law Group, counsel to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Company, an opinion letter addressed to the Purchaser; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing , dated as of the Closing Date; and, substantially in the form attached hereto as EXHIBIT F. 5.1.9 (g) The Company, the Company Purchaser and a majority of the Investors (as defined in the Fourth Amended Investors' Rights Agreement) shall have authorized entered into the Investors' Rights Agreement substantially in the form attached hereto as EXHIBIT D. (h) A total of $12,000,000 of Series D Preferred shall be subscribed for at the Closing. (i) The Company and reserved for issuance the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and Purchaser shall have provided such entered into the Collaboration Agreement. (j) The Company and the Purchaser with reasonable evidence thereof.shall have entered into the Standstill Agreement substantially in the form attached hereto as EXHIBIT E.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Preferred Shares and Warrants being purchased by such Purchaser, are conditioned upon the satisfaction by the Company (or waiver by such Purchaser) of each of the following events as of the Closing Date: 5.1.1 the respective representations and warranties of the Company and ASP set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; 5.1.2 the Company and ASP each shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 5.1.3 the Closing Date shall occur occur, and all closing conditions set forth in this paragraph 5.1 shall have been satisfied or waived, on a date that is not later than December 12March 8, 2000; 5.1.4 the Company shall have delivered to such Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Preferred Shares and Warrants being purchased by such Purchaser; 5.1.7 the Company and ASP shall each have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing as of the Closing Date; and; 5.1.9 each of the Company and ASP shall have authorized and reserved for issuance the number of shares of Common Stock and ASP Common Stock, as applicable, required to be reserved under paragraph paragraphs 4.5 and 4A.5 hereof, and shall have provided such Purchaser with reasonable evidence thereof; 5.1.10 since the date of this Agreement and until the Closing Date there shall not have occurred, in the reasonable judgment of Purchaser, a material adverse change, or any event or circumstance that with the passage of time could reasonably be expected to result in a material adverse change, in the business, operations, financial condition, properties or results of operation of the Company; and 5.1.11 the Company shall have delivered to Purchaser proposed "final" drafts of each Schedule to this Agreement, together with a proposed "final draft" of the opinion required by 5.1.5, no later than the close of business on the third (3rd) Business Day immediately prior to the Closing Date.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each The Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares and Warrants being purchased by such PurchaserShares, are conditioned upon the satisfaction by the Company fulfillment (or waiver by such the Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; 5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the Company shall have delivered to such the Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 paragraphs 5.1.1, 5.1.2 and 5.1.7 have been fulfilled as of the Closing; 5.1.4 the Company shall have delivered to the Purchaser a certificate, it being understood signed by the Secretary of the Company, attaching a copy of the resolutions of the Board of Directors authorizing the transactions contemplated hereby, and certifying that such Purchaser may rely on such certificate as though it were a representation and warranty resolutions have not been modified or rescinded since the date of their adoption by the Company made hereinCompany's Board of Directors; 5.1.5 the Company shall have delivered a binding instruction letter and opinion letter to such Purchaser an opinion of counsel for the Companytransfer agent, dated as of such date, in substantially instructing the form set forth on Exhibit 5.1.5 heretotransfer agent to issue a stock certificate representing the Shares being purchased; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.7 except for the effects of the Company's lower than expected first quarter revenues, as disclosed in a press release on April 11, 2000, there shall have been no material adverse changes in the Company's consolidated business or financial condition since the date of the Company's most recent audited financial statements contained in the Disclosure Documents; 5.1.8 there shall be no action or proceeding by or before any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY") or NASD, pending or threatened, challenging or seeking to restrain or prohibit the Common Stock (including purchase and sale of any of the Shares or any of the other transactions contemplated by this Agreement or seeking to obtain damages from either party hereto in connection with the purchase and sale of the Warrant Shares) Shares or any of the other transactions contemplated by this Agreement. 5.1.9 there shall be listed for trading on no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary injunction, permanent injunction or other order, enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the Nasdaq National Market purchase and no suspension sale of trading the Shares in effect. 5.1.10 the Common Stock on such market Purchaser shall have occurred received an opinion of the Company's counsel in form and substance as set forth on EXHIBIT B. 5.1.11 the Certificate of Designation shall be continuing filed with the office of the Secretary of State of Delaware and shall be in effect as of the Closing Date; andClosing. 5.1.9 5.1.12 the Company shall have authorized delivered to counsel for the Purchaser a certificate from the Delaware Secretary of State of recent date stating that the Company is in good standing and reserved for issuance has paid all of its franchise taxes and a bringdown letter stating that the number of shares of Common Stock required Company continued to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser in good standing with reasonable evidence thereofthe State of Delaware as of the date of the Closing.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares Series C Preferred at the First Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived in writing in whole or in part by the Purchaser: (a) The representations and Warrants being purchased by such Purchaser, are conditioned upon the satisfaction warranties made by the Company (or waiver by such Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement herein shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date with the same force and effect as it they had been made on and as of such date as if made on such the same date; 5.1.2 ; and the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are herein required to be complied performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement which need to be obtained prior to the First Closing. (c) The Company shall have filed the Certificate of Designation in the form attached as EXHIBIT B with or performed the Delaware Secretary of State. (d) At the First Closing, the purchase of the Series C Preferred by the Purchaser hereunder shall be legally permitted by all laws and regulations to which such Purchaser or the Company on or before the Closing;are subject. 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the (e) The Company shall have delivered to such Purchaser the Purchasers a certificate, signed certificate executed by an officer the Chief Financing Officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such datethe Closing Date, certifying to the fulfillment of the conditions specified in substantially the form set forth on Exhibit 5.1.5 hereto;subparagraphs (a) and (b) of this paragraph 5.1. 5.1.6 the Company (f) The Purchasers shall have delivered received from Venture Law Group, counsel to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 Company, an opinion letter addressed to the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing Purchasers, dated as of the Closing Date; and, substantially in the form attached hereto as EXHIBIT E. 5.1.9 (g) The Company and the Company Purchasers shall have authorized and reserved entered into the Investors' Rights Agreement substantially in the form attached hereto as EXHIBIT D. (h) A total of at least $5,000,000 of Series C Preferred shall be subscribed for issuance at the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable evidence thereofFirst Closing.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares Series E Preferred at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, any of which may be waived in writing in whole or in part by the Purchaser: (a) The representations and Warrants being purchased by such Purchaser, are conditioned upon the satisfaction warranties made by the Company (or waiver by such Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement herein shall be true and correct in all material respects when made, and shall be true and correct on the Closing with the same force and effect as it they had been made on and as of such date as if made on such the same date; 5.1.2 ; and the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are herein required to be complied performed or observed by it on or prior to the Closing. (b) The Company shall have obtained all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by this Agreement which need to be obtained prior to the Closing. (c) The Company shall have filed the Restated Certificate in the form attached as EXHIBIT B with or performed the Delaware Secretary of State. (d) At each Closing, the purchase of the Series E Preferred by the Purchaser hereunder shall be legally permitted by all laws and regulations to which such Purchaser or the Company on or before the Closing;are subject. 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the (e) The Company shall have delivered to such Purchaser the Purchasers a certificate, signed certificate executed by an officer the Chief Financing Officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such datethe applicable Closing Date, certifying to the fulfillment of the conditions specified in substantially the form set forth on Exhibit 5.1.5 hereto;subparagraphs (a) and (b) of this paragraph 5.1. 5.1.6 the Company (f) The Purchasers shall have delivered received from Venture Law Group, counsel to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 Company, an opinion letter addressed to the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing Purchasers, dated as of the Closing Date; andClosing, substantially in the form attached hereto as EXHIBIT E. 5.1.9 (g) The Company and the Company Purchasers shall have authorized and reserved for issuance entered into the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable evidence thereof.Investors' Rights Agreement substantially in the form attached hereto as EXHIBIT D.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's The obligations at of each Purchaser under this Agreement are subject to the fulfillment or waiver, on or before the Closing, including without limitation its obligation to purchase the Shares and Warrants being purchased by such Purchaser, are conditioned upon the satisfaction by the Company (or waiver by such Purchaser) of each of the following events as conditions, the waiver of which shall not be effective against Purchaser unless such waiver is given by written communication to the Closing DateCompany: 5.1.1 5.1 Each of the representations and warranties of the Company set forth contained in this Agreement Section 2 shall be true and correct in all material respects on and as of the Closing with the same effect as though such date as if representations and warranties had been made on such date;and as of the date of the Closing. 5.1.2 5.2 The Company and the Purchasers shall have executed and delivered the Investors’ Rights Agreement and the ROFR Agreement. 5.3 The Purchasers shall have received from DLA Piper US LLP, counsel for the Company, an opinion, dated as of the Effective Date. 5.4 The Company shall have performed and complied with or performed in all material respects with all of the agreements, obligations obligations, and conditions set forth contained in this Agreement that are required to be performed or complied with or performed by the Company it on or before the Closing;. 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 5.5 The Amended and Restated Certificate of Incorporation of the Company shall have delivered been duly adopted by the Company by all necessary corporate action of its directors, officers and stockholders and shall have been duly filed with and accepted by the Secretary of State of the State of Delaware in be in full force and effect without amendment thereto. 5.6 Prior to the Closing, there shall not have occurred any event that in the sole judgment of the Purchaser is or may result in a material adverse change in the business, assets, liabilities, condition (financial or otherwise), relations or prospects of the Company; 5.7 There shall not have occurred or exist any breach under that certain Asset Purchase Agreement; 5.8 The offer, sale and exchange of the Shares to such Purchaser a certificatepursuant to this Agreement shall be exempt from the registration requirements of the Act and the registration and/or qualification requirements of all other applicable state securities laws. 5.9 All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident to such proceedings shall be reasonably satisfactory in form and substance to such Purchaser purchasing Shares at the Closing and to their special counsel, signed and they shall each have received all such counterpart originals and certified or other copies of such documents as they may reasonably request. Such documents shall include (but not be limited to) the following: (a) A copy of the Amended and Restated Certificate of Incorporation of the Company (as amended through the date of the Closing), certified by an officer the Secretary of the Company as true, complete, and correct copy thereof. (b) A copy of the resolutions of the Board of Directors evidencing the approval of the Company’s Amended and Restated Certificate of Incorporation, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel providing for the Company, dated as authorization and the issuance of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing as of the Closing Date; andother matters contemplated by this Agreement. 5.1.9 the 5.10 The Company shall have authorized and reserved for issuance the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser access to such information as Purchaser shall have reasonably requested in connection with reasonable evidence thereofits due diligence review and Purchaser shall have concluded its due diligence review of the Company to Purchaser’s complete satisfaction and shall be reasonably satisfied that there has been no adverse change in the business, affairs, operations, properties, assets, prospects, or condition of the Company since its inception.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Preferred Shares and Warrants being purchased by such Purchaserat the Closing, are conditioned upon the satisfaction by the Company (or waiver by such Purchaser) of each of the following events as of the Closing Date: 5.1.1 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date as if made on such date; 5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 5.1.3 , and the Closing Date shall occur on be a date that is not later than December 12February 5, 20001999; 5.1.4 5.1.3 the Company shall have delivered to such Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that ; 5.1.4 the Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware and shall have furnished such Purchaser may rely on with reasonable evidence of such certificate as though it were a representation and warranty of the Company made hereinfiling; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto, and covering such additional matters as may reasonably be requested by such Purchaser; 5.1.6 the Company shall have delivered to such Purchaser Holder duly executed certificates representing the Preferred Shares and Warrants being purchased by such Purchaserso purchased; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed designated for trading quotation on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing as of the Closing Date; and 5.1.9 the Company shall have authorized and reserved for issuance the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable evidence thereof.Nasdaq

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its ’s obligation to purchase and pay for the Shares and Warrants being Offered Securities to be purchased by such Purchaser, are conditioned upon it at the Closing is subject to the satisfaction by the Company (or waiver by such Purchaser) it prior to or at the Closing of each of the following events as of the Closing Dateconditions specified below in this Section 6: 5.1.1 (a) Each of the representations and warranties of the Company set forth in this Agreement and in each of the other Transaction Documents shall be true and correct in all material respects (provided that the representations and warranties already qualified by materiality or Material Adverse Effect shall be true and correct in all respects) when made and on or as of the Closing Date, as if made on and as of such date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as if made on of such earlier date;). 5.1.2 (b) The Company and its subsidiaries, to the Company extent parties hereto or thereto, shall have performed and complied with or performed in all material respects with all of the agreements, obligations agreements and conditions set forth contained in this Agreement that are and each of the other Transaction Documents required to be performed or complied with or performed by the Company on or before the Closing; 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the Company shall have delivered them prior to such Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and, after giving effect to the issue and warranty sale of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares Offered Securities and the Warrant Shares) shall be listed for trading on consummation of the Nasdaq National Market and other transactions contemplated by the Transaction Documents, no suspension default or event of trading in the Common Stock on such market default shall have occurred and be continuing under any of the Transaction Documents. (c) The Company shall have delivered to each Purchaser a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, in the form of Exhibit E hereto, certifying that to their knowledge the conditions specified in clauses (a), (b), (k), (l) and (m) of this Section 6 have been fulfilled, except as to matters which require the approval or satisfaction of the Purchasers. (d) Each of the Company and each of its subsidiaries which constitutes a Company Guarantor (as defined in the Indenture) shall have delivered to each Purchaser a certificate in the form of Exhibit F certifying as to the Company’s or such subsidiaries’ organizational documents and resolutions attached thereto, the incumbency and signatures of certain officers of the Company or such subsidiary, and other proceedings of the Company or such subsidiary, relating to the authorization, execution and delivery of the Offered Securities, this Agreement and the other Transaction Documents to which the Company or such subsidiary is a party. (e) Each Purchaser shall have received opinions dated the date of the Closing Date; andfrom (i) Cravath, Swaine & Xxxxx, counsel for the Company, to the effect set forth in Exhibit G-1, (ii) Frost, Xxxxx & Xxxx, local counsel to the Company, in form and substance reasonably satisfactory to the Purchasers and their counsel, (iii) the Company’s internal counsel, to the effect set forth in Exhibit G-2, and (iv) a regulatory counsel for the Company reasonably acceptable to the Purchasers and their counsel, to the effect that no consent, approval or authorization by any Governmental Authority is required in connection with the execution, delivery and performance by the Company and its subsidiaries of the Transaction Documents and the execution, delivery and performance by the Company and its subsidiaries of the Transaction Documents does not violate any applicable provision of any statutes, rules or policies enforced or issued by any Governmental Authority. 5.1.9 (f) There shall not have occurred any material disruption or material adverse change in or affecting the U.S. financial, banking or capital market conditions generally from those in effect on the date of this Agreement. (g) The Company shall have authorized made such amendments to the Credit Agreement and reserved for issuance documents related thereto in form and substance satisfactory to the number of shares of Common Stock required to be reserved under paragraph 4.5 hereofPurchasers, and the Purchasers shall have provided received all such Purchaser with reasonable evidence thereof.counterpart originals as it or they may reasonably

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's obligations at the Closing, including without limitation its obligation to purchase the Shares and Warrants being purchased by such PurchaserPreferred Shares, are conditioned upon the satisfaction by the Company (or waiver by such Purchaser) fulfillment of each of the following events as of the Closing Dateevents: 5.1.1 the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of such date the Closing Date as if made on such date; 5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; 5.1.3 the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the Company shall have delivered to such Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraphs 5.1.1 and 5.1.2 above and paragraph 5.1 5.1.10 below have been fulfilled as of the Closing, it being understood that ; 5.1.4 the Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware and shall have furnished such Purchaser may rely on such certificate as though it were with a representation and warranty of the Company made hereinfile-stamped copy thereof; 5.1.5 the Company shall have obtained from Xxxxxxxx its written waiver of any and all rights under Section 5(h) of the Subscription Agreement dated August 12, 1997, as amended, between the Company and Xxxxxxxx, arising out of the issuance of the Preferred Shares pursuant hereto or the transactions contemplated hereby or by the Certificate of Designation, and shall have delivered a copy of such waiver to such Purchaser; 5.1.6 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such datethe Closing Date, in substantially the form set forth on Exhibit 5.1.5 heretoand substance reasonably acceptable to such Purchaser; 5.1.6 5.1.7 the Company shall have delivered to such Purchaser duly executed certificates representing the Preferred Shares and Warrants being purchased by such Purchaserso purchased; 5.1.7 5.1.8 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 5.1.9 the Common Stock (including the Shares and the Warrant Shares) shall be listed designated for trading quotation and actively traded on the Nasdaq National Market and Market; 5.1.10 there shall have been no suspension of trading material adverse changes in the Common Stock on such market shall have occurred and be continuing as Company's consolidated business or financial condition since the date of the Closing Date; andCompany's most recent financial statements contained in the Disclosure Documents; 5.1.9 5.1.11 the Company shall have authorized and reserved for issuance 150% of the aggregate number of shares of Common Stock required issuable upon conversion of all of the Preferred Shares to be reserved under paragraph 4.5 issued at the Closing (assuming for such purpose that the Conversion Date (as defined in the Certificate of Designation) were to occur as of the Closing Date) and exercise of the Warrants issuable upon such conversion; 5.1.12 the Company shall have (A) exchanged the outstanding shares of the Company's Series A Preferred Stock for an additional series of preferred stock as more specifically described in the related certificate of designation filed with the Secretary of State of the State of Delaware on November 17, 1997 (the "SERIES A-1 PREFERRED STOCK"), and (B) delivered to such Purchaser a file-stamped copy of the Certificate of Designation for the Series A-1 Preferred Stock; 5.1.13 the Company shall have amended the Rights Plan to permit the issuance of the Preferred Stock and the consummation of the transactions contemplated by this Agreement, the Certificate of Designation, the Warrants and the Registration Rights Agreement without the triggering of any rights thereunder; 5.1.14 the Company shall have filed with the Commission amended Form 10-K/A for the year ended December 31, 1996, amended Form 10-Q/A for the quarter ended March 31, 1997, Form 10-Q for the quarter ended June 29, 1997, and Form 10-Q for the quarter ended September 29, 1997 (the "AMENDED REPORTS"), and the financial statements included in the Amended Reports as so filed shall not differ materially from the draft financial statements or other financial information provided to the Purchasers on or before the date hereof; 5.1.15 binding contracts of sale for approximately 27 acres of property in Santa Clara, California, including a contract for the sale of approximately 10 acres to affiliates of Xxxxxxx Xxxxx & Co. and Tishman Speyer Properties and a contract of sale of approximately 17 acres to Intel Corporation, for an aggregate purchase price of not less than $60 million, shall have been executed and delivered by the Company and such purchasers; and 5.1.16 the Company shall have received from the NASD and shall have provided delivered to such Purchaser written confirmation that all delisting proceedings with reasonable evidence thereofrespect to the designation of the Common Stock as a Nasdaq National Market Security have been terminated, and that the Company is in good standing as a Nasdaq National Market issuer.

CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING. Each Purchaser's The obligations at the Closing, including without limitation its obligation of Purchaser to purchase the Shares and Warrants being purchased the other transactions contemplated by such Purchaserthis Agreement are subject to the fulfillment or waiver, are conditioned upon on or before the satisfaction by the Company (or waiver by such Purchaser) Closing, of each of the following events as of the Closing Dateconditions: 5.1.1 (a) Each of the representations and warranties of the Company set forth contained in this Agreement shall must be true and correct in all material respects on and as of such date the Closing Date as if though made on such date;and as of the Closing Date. 5.1.2 the (b) The Company shall must have performed and complied with or performed in all material respects with all of the agreements, obligations obligations, and conditions set forth contained in this Agreement that are required to be performed or complied with or performed by the Company it on or before the Closing and will have obtained all approvals, consents, and qualifications necessary to complete the purchase and sale of the Shares. (c) Each of the required items set forth in Section 2.03 must have been executed and delivered. 8 (d) The Company's Board of Directors shall have taken such actions so that, immediately after the Closing;, the Board of Directors shall consist of one designee of the existing Board of Directors with the remaining members to consist of persons designated by Purchaser (which shall in any event never be less than two members of the Company's Board of Directors). 5.1.3 (e) The Company's Board of Directors must have taken all steps required by the Pennsylvania Business Corporation Law to propose and adopt an amendment to the Company's Articles of Incorporation changing the name of the Company from "DSSI Corporation" to "Collegiate Pacific Inc.", which shall be conditioned upon and effective at Closing. (f) The Company shall have complied with its obligations under Section 14(f) of the Exchange Act. (g) The Company must have taken all steps required by applicable law, including the filing of a proxy statement with the SEC, to seek shareholder approval of this Agreement and the transactions contemplated hereby. (h) The Company must have delivered to Purchaser audited financial statements for the fiscal year ended June 30, 1997, including balance sheets and statements of income, cash flow, and changes in stockholders' equity for such period, prepared in accordance with GAAP applied on a consistent basis throughout such period, the results of which are not materially adverse as compared with the results reported in the Audited Financial Statements and the unaudited financial statements of the Company as of and for the nine-month period ended March 31, 1997. (i) The Company must have terminated all consulting, employment, or other agreements, contracts, or understandings between the Company and any person, including any agreement, whether written or oral, between the Company and Patrxxx X. Xxxxxxx, except that payments to, or on behalf of, Mr. Xxxxxxx xxx be phased out during the thirty (30) day period following the Closing Date shall occur on a date that is not later than December 12, 2000; 5.1.4 the Company shall have delivered to such Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified as also provided in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to such Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to such Purchaser duly executed certificates representing the Shares and Warrants being purchased by such Purchaser; 5.1.7 the Company shall have executed and delivered the Registration Rights Agreement; 5.1.8 the Common Stock (including the Shares and the Warrant Shares) shall be listed for trading on the Nasdaq National Market and no suspension of trading in the Common Stock on such market shall have occurred and be continuing as of the Closing Date; and 5.1.9 the Company shall have authorized and reserved for issuance the number of shares of Common Stock required to be reserved under paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable evidence thereofSection 6.06.