Common use of Conditions to Seller’s Obligations Clause in Contracts

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, including, without limitation, the obligation to consummate and effect the Closing are further sale of the Acquired Assets shall be subject to satisfaction of the satisfaction following conditions, unless waived by Seller: (a) Parent and Purchaser shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or waiver by Seller satisfied hereunder at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedDate. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including representations and warranties of Parent and Purchaser herein shall have been true and correct in all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedulematerial respects when made, shall have continued to have been obtained true and shall remain correct in full force and effectall material respects at all times subsequent thereto, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, correct in each case at all material respects on and as of the Closing Date as if though made on that date (except in any case that representations on, as of, and warranties that expressly speak as of a specified date or time need only be true and correct as of with reference to such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectdate. (ec) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before At the Closing. , Parent and Purchaser (fas appropriate) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaserwill deliver to Seller, in form and substance reasonably satisfactory to SellerSeller and consistent with this Agreement: (1) Copies of the bylaws and amendments, if any, and resolutions of the board of directors of each of Parent and Purchaser authorizing the execution and delivery of, and performance of their obligations under this Agreement, certified by their respective Secretary or an Assistant Secretary, accompanied by a "bring-down" certificate dated the Closing Date by the Secretary or Assistant Secretary of Parent and Purchaser. (2) A certified copy of Purchaser's articles of incorporation and amendents, if any, together with a certificate of good standing issued by the Secretary of State of the jurisdiction of its incorporation and dated as close as practicable to the effect Closing Date accompanied by a "bring-down" certificate dated the Closing Date by the Secretary or Assistant Secretary of Purchaser. (3) A certified copy of Parent's certificate of incorporation and amendments, if any, together with a certificate of good standing issued by the Secretary of State of the jurisdiction of its incorporation and dated as close as practicable to the Closing Date accompanied by a "bring-down" certificate dated the Closing Date by the Secretary or Assistant Secretary of Parent. (4) Certificate of an officer of each of Parent and Purchaser certifying and warranting that their respective representations, warranties and agreements contained in this Agreement are true and accurate in all material respects as of the conditions specified Closing Date and that each has satisfied and performed all of their respective obligations hereunder. (5) Delivery of the Purchase Price described in Sections 6.2(dSection 4.01 (a) and (eb) have been fulfilledcoincident with the Closing subject to Sections 4.02 and 4.03 above. (g6) Purchaser shall have entered into employment agreements as described in Section 8.01(h). (7) Parent shall have entered into stock option agreements with each of the individuals named on Schedule 8.01(o) in the form attached as Exhibit F. (8) Such other documents as Seller shall reasonably request. (d) Parent and Purchaser shall have entered into the Escrow Agent Agreement. (e) Parent shall have made entered into the deliveries required under Section 2.5Registration Rights Agreement. (f) Parent and Purchaser shall have delivered an opinion of their counsel in the form attached as Exhibit G.

Conditions to Seller’s Obligations. The In addition to the conditions set forth in Section 8.3, the obligations of Seller to effect the Closing are further shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Seller: (a) The notifications representations and warranties of Purchaser Buyer set forth in this Agreement shall be true and Seller pursuant to correct in all material respects as of the HSR Actdate of this Agreement and as of the Closing Date as though made on and as of the Closing Date, if any, shall have been made except that any such representation and the applicable waiting warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period; provided, however, that with respect to any extensions representation or warranty or portion thereof that is qualified by Material Adverse Effect, materiality or similar qualifier, such representation or warranty or portion thereof shall have expired or been terminated.be true and correct in all respects; (b) All other consents Buyer shall have performed and approvals complied with in all material respects all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date; (c) Buyer shall have caused to be delivered to Seller a certificate executed by a duly authorized officer of any Governmental Authority required for Buyer certifying that the conditions set forth in Sections 8.2(a) and (b) have been satisfied; (d) Buyer shall deliver to Seller resolutions of the board of directors of Buyer, certified by the Secretary or Assistant Secretary of Buyer, approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by hereby; (e) Buyer shall deliver a certificate of the Secretary or Assistant Secretary of Buyer as to the incumbency of the officer executing this Agreement on behalf of Buyer and the genuineness of such officer’s signature; (f) Seller shall have received an opinion from counsel to Buyer, with respect to the matters set forth on Schedule 8.2(f) hereto; (g) Buyer shall deliver to Seller a duly executed copy of each Security Agreement, including all those together with any letters of credit and other documents required to be furnished by Buyer thereunder; (h) Buyer shall deliver to Seller a copy of each Replacement Software License, duly executed by each party thereto; (i) All authorizations, filings, notifications, consents, orders and approvals set forth in Section 3.2(b) of on Schedule 4.4 other than the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, Excluded Consents shall have been obtained and shall remain in full force and effect; provided, and however, that any waiting period applicable such authorization, filing, notification, consent, order or approval which requires, as a condition to its effectiveness or continued effectiveness, that Seller (or any of its Affiliates) pay or provide any compensation or service to or at the consummation direction of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal to or at the consummation direction of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any a third party other than a Governmental Authority or otherwise incur any obligation to such a Governmental Authority or its designee or to a third party other Person seeking than a Governmental Authority or such third party’s designee (other than as may be specifically set forth in the Permit, Lease, or contract at issue and except for the payment of routine filing fees), shall not be considered an injunction against the transactions contemplated by authorization, consent, order or approval satisfying this Agreement Section 8.2(i) unless Seller agrees in its sole and unfettered discretion to pay or the Transaction Documents shall be pending.provide such compensation or service or incur such obligation (or to cause or permit any of its Affiliates to pay or provide such compensation or service or incur such obligation); and (dj) The representations To the extent that an Excluded Consent has not been obtained, any authorization, filing, notification, consent, order and warranties approval required to be made by Purchaser to or obtained from a Governmental Authority or a third party other than a Governmental Authority in this Agreement order to terminate, on or prior to the Closing Date, the certificate of public convenience and necessity (without giving effect or comparable authority) to any limitation set forth therein as to materiality or Purchaser Material Adverse Effectwhich such Excluded Consent relates shall, as applicable) , have been made or obtained and shall be true in full force and correcteffect; provided, in each case however, that any such authorization, filing, notification, consent, order or approval which requires, as a condition to its effectiveness or continued effectiveness, that Seller (or any of its Affiliates) pay or provide any compensation or service to or at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as direction of a specified date Governmental Authority or time need only to or at the direction of a third party other than a Governmental Authority or otherwise incur any obligation to such a Governmental Authority or its designee or to a third party other than a Governmental Authority or such third party’s designee (other than as may be true specifically set forth in the Permit, Lease, or contract at issue and correct as except for the payment of such specified date or timeroutine filing fees), except where shall not be considered an authorization, filing, notification, consent, order or approval satisfying this Section 8.2(j) unless Seller agrees in its sole and unfettered discretion to pay or provide such compensation or service or incur such obligation (or to cause or permit any failures of its Affiliates to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectpay or provide such compensation or service or incur such obligation). (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations Except as otherwise expressly provided herein, the obligation of Seller to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Transaction DocumentsClosing Date: (a) the representations and warranties set forth in Article 6 hereof will be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement or, in the case of any representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date (in either case, without taking into account any disclosures made by Buyer to Seller pursuant to Section 6.7 hereof); (b) Buyer will have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) all necessary filings with regulatory authorities will have been made and all waiting periods will have expired; (d) Buyer shall have executed and delivered a Transition Services Agreement with PDK in form and substance to be mutually agreed to by Buyer and PDK prior to the Closing (the "Transition Services Agreement"); (e) no action or proceeding initiated by before any Governmental Authority court or any other Person seeking an injunction against government body will be pending or threatened which, in the reasonable judgment of Seller, makes it inadvisable or undesirable to consummate the transactions contemplated by this Agreement by reason of the probability that the action or proceeding will result in a judgment, decree or order that would prevent the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in carrying out of this Agreement (without giving effect to or any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date transactions contemplated hereby, declare unlawful the transactions contemplated hereby or time need only be true and correct as of cause such specified date or time), except where any failures transactions to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.rescinded; (f) Seller Seller's stockholders shall have received approved this Agreement and the transactions contemplated hereby in accordance with the Delaware General Corporation Law and any requirement of any securities exchange on which Seller's securities are listed, it being acknowledged and agreed that nothing contained in this Section 3.1(f) shall limit or impair any obligation of Seller or PDK pursuant to Section 4.3 hereof; (g) on the Closing Date, Buyer shall have delivered to Seller each of the following: (i) a certificatecertificate from an officer of each of Buyer and Nutraceutical in a form to be mutually agreed to by Buyer and Seller prior to the Closing, dated the Closing Date Date, stating that the preconditions specified in subsections (a) through (d) hereof, inclusive, have been satisfied (taking into account any disclosures made by Buyer to Seller pursuant to Section 4.5(b) or Section 6.7 hereof); (ii) certified copies of the resolutions duly adopted by Buyer's and Nutraceutical's board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (iii) copies of all necessary governmental and third party consents, approvals, releases and filings required in order to effect the transactions contemplated by this Agreement and the other agreements contemplated hereby; (iv) a copy of the Assignment and Assumption Agreement, duly executed by an authorized officer of PurchaserBuyer, and such other instruments, in form and substance reasonably satisfactory to counsel for Seller, as are required in order to evidence the assumption by Buyer of the Assumed Liabilities; (v) such other documents or instruments as Seller reasonably requests to effect that the conditions transactions contemplated hereby; (h) Seller will have received from Buyer's counsel, Xxxxxxxx & Xxxxx, a legal opinion, addressed to Seller and dated as of the Closing Date, in a form to be agreed to by counsel for Buyer and Seller; (i) all proceedings to be taken by Buyer in connection with the consummation of the Closing and the other transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Seller will be reasonably satisfactory in form and substance to Seller and its counsel. Any condition specified in Sections 6.2(d) and (e) have been fulfilledthis Section 3.1 may be waived by Seller; provided, that no such waiver will be effective against Seller unless it is set forth in a writing executed by Seller. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect take the actions required to be taken by it at the Closing are further is subject to the satisfaction or waiver by Seller waiver, in whole or in part, in Seller’s sole discretion, of each of the following conditions at or prior to the Closing of the following conditionsClosing: (a) The notifications representations and warranties of Purchaser Buyer and Seller pursuant Calais contained in this Agreement, such representations and warranties being considered collectively and individually, when read without any exception or qualification for materiality, are true and correct as of the Effective Date and shall be true and correct on the Closing Date as though made on the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to the HSR Actan earlier date), if any, shall have been made and the applicable waiting period and except for changes or transactions therein permitted by this Agreement or resulting from any extensions thereof shall have expired change or been terminated.transaction consented to in writing by Seller; (b) All other consents Buyer and approvals Calais will have performed and complied with each of any Governmental Authority required for the consummation of the transactions contemplated by its agreements contained in this Agreement, including Agreement in all those forth in Section 3.2(bmaterial respects; (c) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall The Required Insurance and Required Surety will have been obtained and shall remain be in full force and effect, effect and any waiting period applicable to the consummation of the transactions contemplated hereby shall such actions as Seller may require will have expired or been terminated.taken in connection therewith; (cd) No statute, rule, regulation, order, decree, proceeding Law or injunction shall Governmental Order will have been issued, enacted, entered, enforced, promulgated, initiated, proposed issued or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of deemed applicable to the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority Entity that would have the effect of restraining or prohibiting the purchase and sale of the Company Shares; (e) Buyer will have delivered each of the agreements, certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.2(b)(ii); (f) Buyer will have delivered to Seller evidence to the satisfaction of Seller that Buyer is the sole, absolute owner of the Loan Property and the security interests in the Real Property granted thereby, free and clear of liens and encumbrances created by, through or under Buyer, with full right and title to assign the same and the income and profits due or to become due thereunder; (g) Calais will have executed and delivered to Seller (i) the Additional Unsecured Note and (ii) an estoppel certificate certifying to Seller (1) the documents evidencing the Loans are valid, in full force and effect and are binding obligations enforceable against Calais in accordance with their terms, (2) the current status of payments under the Loans, (3) whether any defaults on the part of Buyer (or any predecessor thereto) exist under the Loans and (4) such other Person seeking an injunction against matters requested by Seller; (h) Seller’s determination that the transactions contemplated by this Agreement or physical condition of the Transaction Documents Real Property shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of substantially the same on the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak the Effective Date, and, as of a specified date the Closing, there shall be no Litigation of any kind whatsoever, pending or time need only threatened, which after Closing would reasonably be true expected to materially and correct as adversely affect the value of such specified date the Real Property or time), except where any failures the ability to be true and correct would not, use or operate the Real Property in the aggregate, manner in which it is currently or contemplated being used or operated; (i) Seller’s shall have a Purchaser Material Adverse Effectreceived the Consent of its Senior Lenders to this Agreement and the transactions contemplated hereby and the release by the Senior Lenders of any and all security interest of the Senior Lenders in and to the Company Shares and the assets of the Company; (j) Seller’s determination that the issuer of the Loan Policies shall be irrevocably and unconditionally committed to issue to Seller an additional insured endorsement and such other endorsements requested by Seller to enable Seller to acquire the benefits of the insured under such Loan Policies; and (k) Seller’s determination that neither Buyer nor Calais are subject to any bankruptcy or insolvency proceedings. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (fl) Seller shall have received a certificate, dated the Closing Date evidence to its satisfaction that Seller and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) its Affiliates shall have been fulfilledunconditionally and fully released from their obligations and any further liability under each of the Contracts set forth on Schedule 7.10(b). (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller SELLER will have no obligation to effect sell the Property and consummate the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing unless each of the following conditions: conditions precedent has been satisfied or waived by SELLER as of the Expected Closing Date (a) The notifications of Purchaser and Seller pursuant provided, however, that notwithstanding anything to the HSR Actcontrary contained in this Agreement, if anySELLER shall have no right to waive the condition set forth in Paragraph 23.c.ii.4. below): 1. BUYER and Escrow Holder, respectively, shall have been made performed all of its covenants and the applicable waiting period and any extensions thereof shall have expired or been terminated.obligations set forth in this Agreement; (b) All other consents and approvals of any Governmental Authority required for the consummation 2. Each of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser of BUYER in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall will be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be materially true and correct as of Effective Date and as of the Expected Closing Date with the same force and effect as if remade by BUYER in a separate certificate at that time; 3. BUYER shall not have terminated this Agreement pursuant to the contingencies set forth in Paragraph 9; and 4. The Subdivision of the Property shall have been completed so that the Property is a Legal Lot. If any of the conditions precedent in favor of SELLER set forth in this Paragraph 23.c.ii are neither satisfied nor waived by SELLER by the Closing Date, then SELLER (at its option) may terminate this Agreement by giving a written notice of termination to BUYER as and to the extent provided in Paragraph 12. In the case of any such specified date or time)termination, (i) the escrow shall terminate, (ii) SELLER will have no further obligation to sell the Property to BUYER, (iii) BUYER will have no further obligation to purchase the Property from SELLER, and (iv) the Parties will have no further obligation to one another, except where any failures as otherwise expressly provided herein. In the event of such a termination, the Deposit shall be returned to be true and correct would notBUYER. Notwithstanding anything to the contrary contained herein, in the aggregateevent of a failure of any condition precedent specified in this Paragraph 23.c.ii. that is caused by a default hereunder on the part of BUYER, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, then in all material respects, the agreements, covenants and obligations required by lieu of terminating this Agreement and escrow pursuant to this Paragraph 23.c.ii., SELLER shall be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory entitled to Seller, exercise its rights pursuant to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledprovisions of Paragraph 28.b. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect consummate the transactions contemplated hereby in connection with the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser the representations and Seller pursuant to the HSR Act, if any, warranties set forth in ‎Article IV shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on the date hereof (except to the extent expressly made as of an earlier date, in which case as of such date as if made at and as of such date), except where the applicable waiting period failure of such representations and warranties to be so true and correct in all material respects (or true and correct for any extensions thereof shall have expired representation and warranty that is qualified as to “materiality” or been terminated.“Material Adverse Effect”) has not resulted in a Material Adverse Effect on Buyer or diminution of the benefits of Seller hereunder; (b) All other consents Buyer and approvals Atlas shall have performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (c) no material Decree shall be in effect which (i) prohibits consummation of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth or (ii) would be reasonably expected to result in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.being rescinded following consummation thereof; (d) The representations Buyer or Atlas shall have entered into an employment agreement with Colker with a minimum term of three years and warranties made customary terms acceptable to Colker, including confidentiality and non-competition provisions (the “Employment Agreement”); (e) Buyer and Atlas shall have advised Seller that the gross proceeds from the financing contemplated by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse EffectBuyer and Atlas exceeded $­­­­­1,000,000 and that the cash held by Buyer and Atlas, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time)Date, except where any failures to be true and correct would not, exceeds $800,000 in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.; and (f) each delivery contemplated by ‎Section 2.5(b) to be delivered to Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilleddelivered. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect sell the Closing are further Dopaco Stock to Purchaser pursuant to this Agreement is subject to the satisfaction or waiver by Seller at or prior to or on the Closing Date of the following conditions, any of which may be waived in writing in whole or in part by Seller: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) 8.2.1 The representations and warranties made by of Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) contained herein shall be true and correct, in each case at and all material respects, as of the Closing Date with the same effect as if though made on that date (except in any case that representations the Closing Date, and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed delivered to Seller a certificate, dated the Closing Date, to such effect. 8.2.2 Purchaser shall have complied with all agreements, obligations and complied withcovenants contained herein, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received delivered to Seller a certificate, dated the Closing Date Date, to such effect. 8.2.3 All applicable periods under the HSR Act shall have expired without any indication by the Department of Justice or the Federal Trade Commission that either of them intends to challenge the Transactions, or early termination thereof, if requested, shall have been granted. Purchaser shall have received an advance ruling certificate under section 102 of the Competition Act in respect of the Transactions or (i) the waiting period under section 123 of the Competition Act shall have expired or been terminated, or the obligations to submit a notification under Part IX of the Competition Act shall have been waived under paragraph 113(c) of Competition Act and (ii) Purchaser shall have received a written letter from the Commissioner of Competition, or any person duly authorized by the Commissioner of Competition for such purposes, confirming that she does not, at that time, have grounds upon which to apply to the Competition Tribunal under section 92 of the Competition Act in respect of the Transactions. 8.2.4 All approvals and consents specified in Schedules 4.2.2 and 4.3 shall have been obtained, which consents and approvals shall be in effect on the Closing Date. 8.2.5 Seller shall have received the Boxboard Supply Agreement and the Corrugated Boxes Supply Agreement, each duly executed and delivered by an authorized officer all of Purchaserthe parties thereto (other than Seller). 8.2.6 On the Closing Date, in form and substance reasonably satisfactory to Sellerthere shall be no suit, to the effect action or other proceeding, or Order of any nature issued by a Governmental Authority directing that the conditions specified in Sections 6.2(d) Transactions provided for herein not be consummated as herein provided and (e) no proceeding or lawsuit shall have been fulfilledcommenced or threatened by or before any Governmental Authority with respect to any of the Transactions. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect sell the Applicable Repurchase Shares for any Closing are further to Buyer at such Closing is subject to the satisfaction (or waiver by Seller Seller) at or prior to the such Closing of each of the following conditions: (a) The notifications of Purchaser Each representation and Seller pursuant to the HSR Act, if any, shall have been warranty made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth Buyer in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, 3 below shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date Closing as though made as of such Closing (other than any representation or time)warranty that is expressly made as of a particular date, except where any failures to which shall be true and correct would notas of such date). (b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Buyer at or prior to such Closing shall have been performed or complied with by Buyer. (i) A fiscal quarter of Buyer shall have been completed since (x) in the case of the initial Closing, the date of this Agreement or (y) in the case of any subsequent Closing, the prior Closing and (ii) Buyer shall have made “public disclosure” (as defined in Rule 101(e) of Regulation FD promulgated by the SEC) of the number of shares of Series C Common Stock repurchased by Buyer pursuant to the Share Repurchase Program during such fiscal quarter, in accordance with Buyer’s ordinary financial reporting practices. (d) Buyer shall have delivered to Seller at least one (1) business day prior to such Closing a notice setting forth: (A) the aggregate, have a Purchaser Material Adverse Effectnumber of Applicable Repurchase Shares for such Closing; (B) the Purchase Price Per Share for such Closing; and (C) the Purchase Price to be paid by Buyer at such Closing. (e) Purchaser Buyer shall have performed and complied with, delivered to Seller: (i) by wire transfer of immediately available funds in all material respectsaccordance with the wire transfer instructions delivered by Seller pursuant to Section 2.1(d)(i) above, the agreements, covenants Purchase Price for such Closing; and obligations required by this Agreement (ii) one or more certificates evidencing any Series C Preferred Shares to be so performed or complied with retained by Purchaser at or before the Seller following such Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Sellers’ obligation to effect consummate the transactions contemplated hereby in connection with the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (ai) The notifications the representations and warranties set forth in Section 4 qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of Purchaser the date of this Agreement and Seller pursuant at and as of the Closing as though made at and as of the Closing (in either case, except to the HSR Actextent expressly made as of an earlier date, in which case as of such date as if any, made at and as of such date); (ii) Buyers shall have been made performed and complied with its covenants and agreements hereunder through the Closing in all material respects; (iii) all applicable waiting period periods (and any extensions thereof thereof) under the HSR Act or any other Competition/Investment Law listed on Section 5(b)(iv) of the Disclosure Schedule shall have expired or otherwise been terminated. (b) All terminated and Buyers shall have received all other authorizations, consents and approvals (or waivers, as applicable) of third parties and of Governmental Entities contemplated by Section 7(a)(iii) of the Disclosure Schedule to have been received on or prior to the Closing, and Sellers shall have received evidence of each of the foregoing reasonably satisfactory to them; (iv) no Decree or Litigation shall be pending which would be reasonably likely to (A) prevent consummation of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(bor (B) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and cause any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or to be rescinded following consummation thereof; (v) the Transaction Documents, Bankruptcy Court shall have entered the Bidding Procedures Order and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents such order shall be pending.a Final Order and reasonably satisfactory to Buyers and Sellers; (dvi) The representations the Bankruptcy Court shall have entered the Sale Order and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) such order shall be true a Final Order and correct, in each case at reasonably satisfactory to Buyers and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.Sellers; (evii) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller Sellers shall have received a certificatedeed of release, dated providing for the Closing Date and duly executed release of Tronox LLC as guarantor for any guarantee, indemnity, assurance, security or other undertaking given by an authorized officer of PurchaserTronox LLC pursuant to the Tiwest Joint Venture Documents, in form and substance reasonably satisfactory acceptable to SellerSellers; provided, however, that if requested by Exxaro as a condition to the effect delivery of such deed of release, Tronox LLC shall execute a written deed of release providing for the release of Exxaro and its Affiliates for any liabilities, covenants, contracts, losses, claims, counterclaims, demands that have arisen or occurred prior to the conditions specified Closing Date under any guarantee, indemnity, assurance, security or other undertaken given by Exxaro or any of its Affiliates in Sections 6.2(drespect of the applicable Tiwest Joint Venture Documents, in form and substance reasonably acceptable to Tronox LLC and to Exxaro; (viii) no later than fifteen Business Days prior to the Closing Date, Buyers shall have provided to Sellers a list of Covered Employees to whom one of Buyers has made (or intends to make) offers of employment, and on or prior to the Closing Date Buyers shall have offered employment to substantially all of the Covered Employees in accordance with Section 5(t); (eix) each delivery contemplated by Section 2(g)(ii) to be delivered to Sellers shall have been fulfilled.delivered; and (gx) Purchaser and the Escrow Agent (A) Yalgoo, Exxaro Sands and/or their Affiliates shall have made waived their rights pursuant to such Person’s preemptive, first refusal or similar rights under the deliveries required under Section 2.5Tiwest Joint Venture Documents to acquire all or any Tiwest Joint Venture Interests, (B) Yalgoo, Exxaro Sands and/or their Affiliates shall have exercised such rights to acquire, and shall have consummated the acquisition of all or any Tiwest Joint Venture Interests by Yalgoo, Exxaro Sands and/or their Affiliates or (C) Yalgoo, Exxaro Sands and/or their Affiliates shall have failed to exercise such rights to acquire all or any Tiwest Joint Venture Interests within the time period set forth in the Tiwest Joint Venture Documents, and Buyer may acquire such Tiwest Joint Venture Interests.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver by thereof, it being agreed that Seller at may waive any or all of such conditions in its sole and absolute discretion) on or prior to the Closing Date or the dates designated below for the satisfaction of the following such conditions: (a) The notifications All of Purchaser Company’s representations and Seller pursuant warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, subject to (i) any qualifications hereafter made to any of Company's representations as provided for in Section 12.1 hereof' and (ii) any representation that is no longer true and correct as of the HSR ActClosing solely by reason of the occurrence, if anyafter the Effective Date, shall have been made of a fact or event which, in and of itself, does not constitute a default under this Agreement or the applicable waiting period and any extensions thereof shall have expired or been terminated.failure of a condition under this Section 7.2; (b) All other consents As of the Closing Date, Company has performed its obligations hereunder and approvals all deliveries to be made at Closing by Company shall have been tendered including, without limitation, the deposit of the Purchase Price Cash Payment with Escrow Holder; (c) There shall not be in force any order, decree, judgment or injunction of any Governmental Authority required for enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; (d) No Legal Proceeding shall be pending wherein an unfavorable judgment, including all those forth in Section 3.2(border, decree, stipulation or injunction would (i) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the prevent consummation of the transactions contemplated hereby by this Agreement, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation; (e) The Shares shall have expired or been terminated.validly issued and outstanding as of the Closing Date; (cf) No statute, rule, regulation, executive order, decree, proceeding ruling or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed promulgated or enforced endorsed by a Governmental Authority any court or governmental authority of competent jurisdiction that prohibits, restricts or makes illegal prohibits the consummation issue of the transactions contemplated Shares; (g) Trading in the Common Stock shall not have been suspended by this Agreement the Commission or the Transaction DocumentsNew York Stock Exchange (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or Common Stock shall have been at all times since such date listed for trading on the Transaction Documents shall be pending.New York Stock Exchange; (dh) The If Company has elected to proceed with the Mortgage Loan Continuance either (i) Mortgage Lender shall have agreed to release Mortgage Guarantors from their respective obligations under the Mortgage Guaranty and the Mortgage Environmental Indemnity from and after the Closing or (ii) Back-up Guarantor shall have delivered the Back-up Indemnity in favor of the Mortgage Guarantors; (i) all representations and warranties made by Purchaser Mezz Lender in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) the Mezz Loan Assignment Documents shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications representations and warranties of Purchaser Buyer set forth in Article V hereof will be true and Seller pursuant correct in all material respects at and as of the Closing as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties; (b) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the HSR Act, if any, shall have been made and the Closing; (c) The applicable waiting period and any extensions thereof periods under the HSR Act shall have expired or been terminated.terminated and all other material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained; (bd) All other consents There shall not be pending any action or proceeding before any judicial or governmental body having proper jurisdiction thereof: (i) challenging or seeking to make illegal, or to delay substantially or restrain materially or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iii) otherwise relating to and approvals materially adversely affecting the transactions contemplated hereby; (e) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court; government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of any Governmental Authority required for the consequences referred to in Section 8.02(d) hereof; and (f) On the Closing Date, Buyer will have delivered to Seller: (i) a wire transfer, in immediately available United States funds, in the amount set forth in Section 2.02(a); (ii) the Assignment and Assumption executed by Buyer; (iii) a copy of the text of the resolutions adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(balong with a certificate, executed on behalf of Buyer by its corporate secretary, certifying to Seller that such copy is a true and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded; (iv) a certificate of the Seller Disclosure Schedule or Section 4.2(c) Chief Executive Officer of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificateBuyer, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions specified precedent set forth in Sections 6.2(dsubsections (a) and (eb) above have been fulfilled.satisfied; and (gv) Purchaser such other certificates, documents and instruments as Seller reasonably requests related to the Escrow Agent shall have made the deliveries required under Section 2.5transactions contemplated hereby.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing are further transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Seller at or prior following conditions, which, to the Closing of the following conditionsextent permitted by applicable Legal Requirements, may be waived by Seller: (a) The notifications Each Buyer Party shall have, in all respects, performed and complied with its covenants and obligations under Section 6.3(c) and shall have, in all material respects, performed and complied with all other covenants and obligations of Purchaser this Agreement to be complied with and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired performed by it at or been terminatedbefore Closing. (b) All The representations and warranties of the Buyer Parties set forth in this Agreement that are qualified by materiality shall be true and correct in all respects and all other consents representations and approvals warranties of the Buyer Parties set forth in this Agreement shall be true and correct in all material respects except where any Governmental Authority required for failures or breaches of representations and warranties would not, either individually or in the consummation aggregate, be reasonably expected to have a material adverse effect on the ability of either Buyer Party to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on and as of such date except to the extent that date (except in any case that such representations and warranties that expressly speak as of a specified date or time need only an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such specified earlier date. (c) Buyer shall have delivered to Seller a certificate dated as of the date of Closing, executed by an executive officer of each of Buyer and Buyer Parent, certifying that the conditions stated in paragraphs 7.2(a) and 7.2(b) have been satisfied. (d) Any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or time)been terminated, except where any failures to be true and correct would not, in or clearance shall otherwise have been granted by the aggregate, have a Purchaser Material Adverse Effectrelevant Governmental Authorities. (e) Purchaser If Buyer and Seller submit a joint filing with CFIUS, CFIUS Approval shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closingbeen obtained. (f) Seller There shall be no Legal Requirement, and no Judgment shall have received a certificatebeen entered and not vacated by any Governmental Authority of competent jurisdiction in any Litigation or arising therefrom, dated that enjoins, restrains, makes illegal or prohibits consummation of the Closing Date and duly executed transactions contemplated by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledthis Agreement. (g) Purchaser The listing of the Common Shares and the Escrow Agent Warrant Shares shall have made been conditionally approved by the deliveries required under Section 2.5TSX and the NYSE MKT, subject only to the filing by Buyer Parent of customary documents with the TSX and the NYSE MKT. (h) The Note, if required, and each Security Document and the Warrant to be delivered by the parties thereto at Closing shall each be in form and substance satisfactory to Seller.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller to effect the Closing are further purchase and assumption transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Seller at or Seller) prior to or on the Closing Date of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein considered both individually and collectively) which are qualified as to materiality or Purchaser Material Adverse Effect, must have been true and correct in all respects as applicable) shall of the date of this Agreement and must be true and correct, correct in each case all respects as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date as if made on that date (except in any case that Date, and the representations and warranties that expressly speak as of a specified date or time need only which are not so qualified shall be true and correct in all respects as of such specified the date or time), except where any failures to of this Agreement and must be true and correct would notin all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date, in the aggregateprovided, however, if a representation or warranty was made as of a specific date, such representation or warranty shall be understood to have a Purchaser Material Adverse Effect.been made on and as of such date; (eb) Purchaser shall have performed and complied with, in all material respectsrespects with all of its obligations and agreements hereunder required to be performed prior to the Closing Date under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the agreements, covenants consummation of the purchase and obligations required assumption transactions contemplated by this Agreement shall be in effect, nor shall any Proceeding by any bank regulatory authority or other Governmental Authority seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to be so performed or complied with the purchase and assumption transactions contemplated by Purchaser at or before this Agreement that makes the Closing.consummation of such transactions illegal; (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law, including the requisite shareholders approvals, for consummation of the purchase and assumption transactions contemplated by this Agreement and the Leased Asset Sale shall have been obtained and all waiting periods required by law shall have expired; (e) Seller shall have consummated the Leased Asset Sale; and (f) Seller shall have received a certificate, dated all documents required to be received from Purchaser on or prior to the Closing Date and duly executed by an authorized officer of PurchaserDate, all in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Sellers’ obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the to, unless waived in writing by each Seller, satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications a certificate of Purchaser the President of each Acquiror, in form and Seller pursuant substance reasonably satisfactory to Sellers, shall be delivered to Sellers at the Closing certifying that (i) the individual signing such certificate has the authority to bind such Acquiror; (ii) each of the representations and warranties set forth in ARTICLE IV are true and correct at and as of the Closing Date; (iii) all agreements, undertakings and obligations to be performed or complied with by each Acquiror as of or prior to the HSR ActClosing Date, if anyunless waived in writing, shall have been made duly performed or complied with by each Acquiror in accordance with the terms of this Agreement; and (iv) all of the applicable waiting period and any extensions thereof shall conditions set forth in this Section 2.2 have expired been satisfied at or been terminated.prior to the Closing Date; (b) All a certificate of the Secretary of each Acquiror, in form and substance reasonably satisfactory to Sellers, shall be delivered to Sellers at the Closing certifying that attached thereto are true and correct copies of the resolutions duly and validly adopted by each Acquiror authorizing the execution and delivery of this Agreement and its Exhibits and Schedules and the consummation of the transactions contemplated hereby and thereby; (c) Acquirors shall have delivered to Sellers each of the items required to be so delivered, and shall have made the payment required to be made to Sellers, pursuant to Section 1.13(b) at or prior to the Closing Date; (d) each of the Acquirors shall have executed this Agreement, its Exhibits and Schedules, the Noncompetition Agreements and such other consents agreements contemplated herein to which such Acquiror is a party and approvals shall have delivered such executed documents to Sellers; (e) all actions to be taken by Acquirors in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Sellers; (f) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any Governmental Authority required for the federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b; or (ii) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and cause any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documentsto be rescinded following consummation, and no proceeding initiated such injunction, judgment, order, decree, ruling or charge shall be in effect; (g) no statute, rule, regulation, ruling, consent, decree, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority court or any other Person seeking an injunction against governmental authority which would prohibit consummation by the parties hereto of the transactions contemplated by this Agreement or the Transaction Documents shall be pending.hereby; (dh) The representations PC Buyer shall have executed and warranties made by Purchaser in this delivered an Owner Employment Agreement to each Owner; (without giving effect i) Acquirors shall have delivered to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correctSellers a certificate of the President of each Acquiror, in each case at form and as of the Closing Date as if made on substance satisfactory to Sellers, certifying that date (except in any case that representations all obligations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or to be complied with by Acquirors on or prior to the Closing Date shall have been duly performed or complied with in all material respects; and (j) the closing of the transactions contemplated by Purchaser at or before those certain Asset Purchase Agreements, by and between Hospitalists Management of New Hampshire, Inc., IPC Hospitalists of New England, P.C., Buyer, InPatient Hospitalist Healthcare Services of New York, P.C., IPC Management Consultants of New York, Inc., Park Avenue Medical Associates, LLC, Geriatric Services, PC and the individuals listed on Exhibit A thereto, which are being entered into contemporaneously with the execution of this Agreement, shall occur simultaneously with the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date, or Seller’s waiver thereof, which Seller may give or withhold in its sole discretion: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true and correct in all material respects (without giving effect to any limitation set forth therein as except for such representations and warranties that are qualified by their terms by a reference to materiality or Purchaser to Material Adverse Effect, which representations and warranties as applicable) so qualified shall be true and correct, correct in each case all respects) at and as of the Closing Date as if made on at and as of the Closing Date, except that date (except in any case that representations and warranties that expressly speak such representation or warranty made as of a specified date or time (other than the date hereof) shall only need only be to have been true on and correct as of such specified date or time)date; (b) Buyer shall have performed in all material respects all of its covenants, except where any failures agreements, conditions and obligations required to be true performed and correct would notcomplied with by it under this Agreement prior to the Closing; (c) All governmental authorizations, approvals and consents that are required for the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the aggregateconsummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, have a Purchaser Material Adverse Effect.(ii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (e) Purchaser Between the date hereof and the Closing Date, there shall not have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closingoccurred any Material Adverse Effect on Buyer’s business. (f) Seller All third party consents that are required for the Buyer’s consummation of the transactions contemplated hereby shall have received been obtained and shall be in full force and effect; (g) Buyer’s directors shall have approved this Agreement and the transactions contemplated hereby to the extent required by Law and Buyer’s articles of incorporation, bylaws and other applicable documents; and (h) Buyer shall have delivered or caused to be delivered each of the following to Seller: (i) the Closing Payment in accordance with Article II hereof; (ii) the Promissory Note, duly executed by Buyer; (iii) a certificatecertificate for TRX Shares, duly issued by Buyer in the name of Seller; (iv) the Xxxx of Sale, Assignment and Assumption Agreement duly executed by Buyer as of the Closing Date; (v) a certificate of an appropriate officer of Buyer, dated the Closing Date Date, stating that the conditions set forth in Sections 9.02(a) and duly executed by (b) have been satisfied; (vi) an authorized officer opinion of Purchasercounsel to Buyer, in form and substance reasonably satisfactory dated as of the Closing Date, addressed to Seller, to the effect that the conditions specified in Sections 6.2(d) a form reasonably agreed by Buyer’s counsel and (e) have been fulfilledSeller’s counsel. (gvii) Purchaser the Austin Employment Agreement, duly executed and delivered by Buyer; (viii) the Escrow Agent shall have made Additional Management Employment Agreements, duly executed and delivered by Buyer; and (ix) the deliveries required under Section 2.5Sublease, duly executed and delivered by Buyer.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of consummate the transactions contemplated by this Agreement or are subject to the Transaction Documentssatisfaction (or, and no proceeding initiated to the extent permitted by any Governmental Authority or any other Person seeking an injunction against Law, the transactions contemplated waiver by this Agreement or Seller) of the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and following conditions as of the Closing Date as if made on that date Date: (except a) receipt by Seller of the Estimated Purchase Price pursuant to Section 2.3; (b) the representations and warranties set forth in any case that Article VI (other than those representations and warranties that expressly speak address matters as of a specified date or time need only particular date, which shall be true and correct as of such specified date or time)particular date) shall be true and correct in all material respects at and as of the Closing Date, except where any failures the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.material adverse effect on Buyer’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement; (c) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing (except that, for the avoidance of doubt, Buyer shall have performed in all respects the covenants and agreements set forth in Section 2.3); (d) no proceeding challenging or seeking to restrain or prohibit any of the transactions contemplated by this Agreement shall have been commenced by any Governmental Authority or any Person who is not a Party or an Affiliate thereof for the purpose of obtaining any order, decree, injunction, restraint or prohibition and be pending; (e) Purchaser Buyer shall have performed delivered to Seller certified copies of the resolutions duly adopted by Buyer’s board of directors (or its equivalent governing body) authorizing Buyer’s execution, delivery and complied with, in all material respects, the agreements, covenants and obligations required by performance of this Agreement to be so performed or complied with by Purchaser at or before and the Closing.other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; and (f) Seller Buyer shall have received delivered to Seller a certificate, dated as of the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions specified in Sections 6.2(dsubsections (a) and (eb) of this Section 3.3 have been fulfilledsatisfied. If the Closing occurs, all closing conditions set forth in this Section 3.3 which have not been fully satisfied as of the Closing shall be deemed to have been fully and irrevocably waived by Seller. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Close of Escrow and Seller's obligations of Seller to effect consummate the Closing transaction contemplated by this Agreement are further subject to the satisfaction of the following conditions for Seller's benefit (or Seller's waiver by thereof, it being agreed that Seller at may waive any or all of such conditions) on or prior to the Closing Date or the dates designated below for the satisfaction of the following such conditions: (a) The notifications All of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The Buyer's representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) contained herein shall be true and correct, correct in each case at all material respects as of the date of this Agreement and as of the Closing Date as if made on that date Date; (except in any case that representations b) As of the Closing Date, Buyer has performed its obligations hereunder and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures all deliveries to be true made at Close of Escrow by Buyer shall have been tendered including, without limitation, the deposit with Escrow Holder of the amounts set forth in SECTION 6.2(A) hereof; (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Buyer that would materially and correct would notadversely affect Buyer's ability to perform its obligations under this Agreement; and (d) There shall exist no pending or threatened action, in suit or proceeding with respect to Buyer before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the aggregate, have a Purchaser Material Adverse Effect.consummation of the transaction contemplated hereby; (e) Purchaser Seller shall have performed received all consents and complied with, in assignments and approvals from all material respects, the agreementsparties from whom such consents to assignments or approvals are needed under all contracts, covenants and obligations required by this Agreement other agreements relating to be so performed or complied with by Purchaser at or before the Closing.Property; (f) Seller shall have received a certificatefull general release signed by the broker, dated the Closing Date and duly executed by an authorized officer of Purchaserif any, referred to in SECTION 14 hereof, which shall be in form and substance reasonably satisfactory acceptable to Seller, to and shall release Seller from all costs, obligations, liabilities, commissions, fees, and claims arising from the effect that transaction contemplated by this Agreement upon payment of the conditions specified in Sections 6.2(d) and (e) have been fulfilled.agreed upon commission; and (g) Purchaser and Prior to the Escrow Agent expiration of the Due Diligence Period, Seller shall have made received formal written approval from its partners for the deliveries required under Section 2.5consummation of the transaction contemplated hereby.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect consummate the Closing are further Transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller satisfaction, at or prior to the Closing Closing, of each of the following conditions, unless waived in writing by Seller Parent: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality in (i) Section 5.7 [Absence of Certain Changes or Purchaser Material Adverse Effect, as applicable) Events] and Section 5.11 [Required Vote] shall be true and correct, in each case correct as of the date of this Agreement and at and as of the Closing Date as if made on that date the Closing Date (except in any case that representations and warranties that expressly by their terms speak specifically as of a specified the date of this Agreement or time need only some other date shall be true and correct as of such specified date or time), except where any failures to date) and (ii) the remainder of Article V shall be true and correct would notas of the date of this Agreement and at and as of the Closing as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date), except, in the case of this clause (ii), for inaccuracies that, individually or in the aggregate, have not and could not reasonably be expected to have a Purchaser Buyer Material Adverse Effect (with such representations and warranties in this clause (ii) read for such purposes without any materiality or Buyer Material Adverse Effect qualifications); (b) Buyer Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (c) Since the date of this Agreement, no Effects have occurred which, individually or in the aggregate, have had (and have continued to have) or would reasonably be expected to have, a Buyer Material Adverse Effect.; (ed) Purchaser Buyer Parent shall have performed and complied withdelivered, in all material respectsor caused the applicable Buyer to have delivered, to Seller Parent: (i) each of the agreements, covenants and obligations documents required by this Agreement to be so performed delivered to Buyer Parent or complied with by Purchaser at or before the Closing.its Affiliates pursuant to clause (iii) of Section 3.2(a)(ii); and (fii) Seller shall have received a certificate, certificate dated as of the Closing Date and Date, signed by duly executed by an authorized officer of PurchaserBuyer Parent, in form and substance reasonably satisfactory to Seller, to the effect certifying that the conditions specified set forth in Sections 6.2(dSection 10.2(a) and (eSection 10.2(b) have been fulfilledduly satisfied in all respects. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to sell the Shares and effect the Closing are further shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsfollowing: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No no statute, rule, regulation, order, decree, proceeding decree or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed promulgated or enforced by a Governmental Authority that prohibits, restricts any court or governmental authority which makes illegal the purchase and sale of the Shares or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.hereby; (db) The any waiting period applicable to the purchase and sale of the Shares under the HSR Act shall have terminated or expired; (c) there shall have been no material breach by Purchaser in the performance of any of its covenants, agreements or obligations herein; none of the representations and warranties made by of Purchaser contained or referred to in this Agreement (without giving effect Article III shall fail to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and correct as of the date hereof and on the Closing Date as if though made on that date such date, except for (except in any case that i) representations and warranties that expressly speak as of a specified specific date or time other than the Closing Date (which need only be true and correct as of such specified date or timedate), except where any failures to (ii) representations and warranties which are not qualified by Material Adverse Effect or otherwise by material adversity (which need be true and correct would not, except for such inaccuracies as in the aggregate, aggregate (together with the inaccuracies referred to in the following clause (iii)) would not have a Purchaser Material Adverse Effect. ), (eiii) Purchaser representations and warranties which are qualified by Material Adverse Effect or otherwise by material adversity shall also be true and correct without regard to such qualification except for such inaccuracies as in the aggregate (together with the inaccuracies referred to in the preceding clause (ii)) would not have performed a Material Adverse Effect and complied with, in all material respects, the agreements, covenants and obligations required (iv) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to be so performed or complied with in writing by Purchaser at or before the Closing. (f) Seller Seller; and there shall have received been delivered to Seller a certificatecertificate to such effect, dated the Closing Date and duly executed signed by an authorized the President or other senior executive officer of Purchaser, ; (d) Purchaser shall have performed in form and substance reasonably satisfactory all material respects all agreements herein required to Seller, be performed by it on or prior to the effect that the conditions specified in Sections 6.2(d) and Closing; and (e) all consents under or pursuant to the agreements listed on Schedule 5.1(f) shall have been fulfilledobtained. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction (or the waiver by Seller at or prior to the Closing Seller) of the following conditionsconditions as of the Closing Date: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) in Article IV shall be true and correct, in each case correct (without regard to any qualification as to “materiality” or “material adverse effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if though made on that date and as of the Closing Date (except in any case that other than those representations and warranties that expressly speak address matters as of a specified date or time need only particular dates which shall be true and correct at and as of such specified date or timeparticular dates), except where any failures the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.material and adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement; provided that the representations and warranties set forth in Section 4.02 shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date; (b) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) No temporary restraining order, preliminary or permanent injunction or other Order shall be in effect which would prevent the Closing, and no Law shall have been enacted or shall be deemed applicable to the transactions contemplated hereby which makes the consummation of such transactions illegal; (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser Buyer and the Escrow Agent shall have made executed and delivered to Seller the deliveries required under Escrow Agreement, and Buyer shall have deposited the entire Escrow Fund into the Escrow Account established by the Escrow Agent pursuant to the terms of the Escrow Agreement; (f) Buyer shall have delivered to Seller a certificate in the form reasonably satisfactory to Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 7.02(a) and (b) have been satisfied; and (g) Buyer shall have delivered to Seller certified copies of the resolutions duly adopted by Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which Buyer is a party, and the consummation of all transactions contemplated hereby and thereby. If the Closing occurs, all closing conditions set forth in this Section 2.57.02 which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by Seller.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing under this Agreement are further subject to the Seller’s sole satisfaction or waiver by Seller at and judgment on or prior to the Closing Date of the following conditionsconditions set forth in this Section 6.1. Each such condition is solely for the benefit of Seller and may be waived in whole or in part by Seller in its sole discretion by written notice to Purchaser: (a) The notifications Purchaser has performed and complied with all of its obligations under this Agreement that are to be performed or complied with by Purchaser and Seller pursuant prior to or on the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedClosing Date. (b) All other consents and approvals Neither Purchaser nor Seller, as the case may be, has terminated this Agreement pursuant to any right of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those termination set forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminatedherein. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal Purchaser has delivered the consummation Purchaser Closing Documents and paid the Balance of the transactions contemplated by this Agreement or the Transaction DocumentsPurchase Price to Title Insurer, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against Seller has received the transactions contemplated by this Agreement or the Transaction Purchaser Closing Documents shall be pendingand full Purchase Price, less prorations, costs and expenses properly chargeable to Seller hereunder. (d) On or prior to the Closing Date: (i) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (ii) Purchaser shall not have made a general assignment for the benefit of creditors, (iii) Purchaser shall not have been adjudicated bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, or (iv) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date. (e) The Title Insurer shall be irrevocably bound to issue the Title Policy pursuant to and in strict accordance with the provisions of this Agreement. (f) The representations and warranties made by of Purchaser in this Agreement (without giving effect to any limitation that are set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) in Section 5.1 hereof shall be true and correct, in each case correct at and as of the Closing Date as if made on that date (except in any case that though such representations and warranties that expressly speak were made at and as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledDate. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations Except as otherwise expressly provided herein, the obligation of Seller to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Transaction DocumentsClosing Date: (a) the representations and warranties set forth in Article 5 hereof will be true and correct in all material respects at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement or, in the case of any representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date; (b) Purchaser will have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) all necessary filings with regulatory authorities will have been made and all waiting periods will have expired; (d) no action or proceeding initiated by before any Governmental Authority court or any other Person seeking an injunction against government body will be pending or threatened which, in the reasonable judgment of Seller, makes it inadvisable or undesirable to consummate the transactions contemplated by this Agreement by reason of the probability that the action or proceeding will result in a judgment, decree or order that would prevent the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in carrying out of this Agreement (without giving effect to or any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date transactions contemplated hereby, declare unlawful the transactions contemplated hereby or time need only be true and correct as of cause such specified date or time), except where any failures transactions to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.rescinded; (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before Stockholders of the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser approved this Agreement and the Escrow Agent shall have made the deliveries required under Section 2.5transactions contemplated hereby in accordance with Nevada Law.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before (with satisfaction continuing on) the Closing Date: (a) The notifications representations and warranties set forth in Article 5 hereof, both individually and considered as a whole, which are qualified as to materiality shall be true and correct in all respects and such representations and warranties that are not so qualified shall have been true and correct in all material respects as of Purchaser the Closing Date, except for those warranties and Seller representations that were given as of a specific date, in which event such warranties and representations shall have been true and correct in all material respects or, if qualified as to materiality, in all respects, as of such date. (b) Buyer will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing. (c) All consents, approvals or actions by third parties that are required for consummation of the transactions contemplated hereby which are set forth on Schedule 2.01(d) hereto will have been obtained. (d) All governmental approvals required to consummate the transactions contemplated hereby shall have been obtained, and all filings required pursuant to any applicable law or regulation, including pursuant to the HSR Act, if any, shall will have been made made, and the applicable any approvals required thereunder will have been obtained or any waiting period and any extensions thereof shall required thereby will have expired or have been terminated, as the case may be. (be) All other consents and approvals of No action or proceeding before any Governmental Authority required for the consummation of the transactions contemplated by this Agreementcourt or government body will be pending wherein a judgment, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule decree or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and order might be issued that would prevent any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the cause such transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to declared unlawful or be so performed or complied with by Purchaser at or before the Closingrescinded. (f) On the Closing Date, Buyer will have delivered to Seller shall have received the following: (i) An officers' certificate executed by the President or a certificate, Vice President of Buyer dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions preconditions specified in Sections 6.2(dsubsections (a) and (eb) hereof have been fulfilledsatisfied; (ii) Certified copies of the resolutions adopted by Buyer's board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby; and (iii) Such other documents as Seller may reasonably request in connection with the transactions contemplated hereby. (g) Purchaser Buyer, Seller and SFFC will have entered into that certain Accounts Receivable Purchase Agreement and the Escrow Agent shall transaction contemplated thereby will be positioned to close simultaneously with the closing of the transaction contemplated by this Agreement. (h) Seller will have made received from Buyer a copy of any solvency opinion delivered to Buyer at Closing, together with a letter stating that the deliveries required under opinion is also being delivered for the benefit of Seller and that Seller is entitled to rely on it. Any condition specified in this Section 2.52.02 may be waived by Seller, provided that no such waiver will be effective unless it is set forth in a writing executed by Seller.

Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller satisfaction, at or prior to the Closing Date, of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, no temporary restraining order, decree, proceeding preliminary or permanent injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal other order preventing the consummation of the transactions contemplated by this Agreement or the Transaction Documentsshall have been issued by any court of competent jurisdiction and remain in effect, and no proceeding initiated by there shall not be any Governmental Authority Law enacted or any other Person seeking an injunction against the deemed applicable to this Agreement that makes consummation of transactions contemplated by this Agreement illegal; provided that, subject to Section 5.08(b), in the case of a restraining order, injunction or other order, each of the Transaction Documents parties shall have used their commercially reasonable efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be pending.entered; (db) The each of the representations and warranties made by Purchaser of Parent and Acquisition Sub contained in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, correct in each case at all material respects (determined without regard to any knowledge or materiality qualifications therein) as of the date hereof and as of the Closing Date as if made on that date (except in other than to the extent any case that representations and warranties that expressly speak such representation or warranty addresses a matter as of a specified date particular date, in which case such representation or time need only warranty shall be true and correct as of such specified date particular date, determined without regard to any knowledge or timemateriality qualifications therein), except where it being understood that this condition will be deemed to be satisfied unless the failure of any failures such representations and warranties to be true and correct would notcorrect, taken together in their entirety, would, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.material adverse effect on the ability of Parent or Acquisition Sub to consummate the transactions contemplated by this Agreement; (c) each of the covenants and obligations of Parent and Acquisition Sub to be performed or complied with at or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed or complied with in all material respects at or before the Closing Date; and (d) this Agreement and the transactions contemplated thereby shall have been duly adopted by the Required Seller Stockholder Vote; and (e) Purchaser Seller shall have performed received from Parent a certificate executed by a duly authorized officer of Parent certifying the satisfaction of the conditions set forth in Section 6.02(b) and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.Section 6.02(c); (f) Seller shall have received from Acquisition Sub a certificate, dated the Closing Date and duly certificate executed by an a duly authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to Acquisition Sub certifying the effect that satisfaction of the conditions specified set forth in Sections 6.2(dSection 6.02(b) and (e) have been fulfilled.Section 6.02(c); and (g) Purchaser and the Escrow Agent Seller shall have made received from Acquisition Sub state sales and use tax resale exemption certificates and shall have received from Parent manufacturer's use tax exemption certificates for the deliveries required under Section 2.5necessary states.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing are further transactions contemplated hereby shall be subject to fulfillment on or prior to the satisfaction Closing Date of each of the following conditions, any one or waiver more of which may be waived in whole or in part by Seller in writing: (a) each of the representations and warranties of Buyer contained in this Agreement, (i) to the extent qualified by materiality, shall be true and correct and (ii) to the extent not qualified by materiality, shall be true and correct in all material respects, when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (x) that representations and warranties that are made as of a specific date need be true and correct only as of such date and (y) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date); (b) Buyer shall have performed and complied with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.Date; (c) No statute, rule, regulation, order, decree, proceeding or injunction Buyer shall have been issueddelivered to Seller a certificate, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation dated as of the transactions contemplated by Closing Date, from a senior executive officer of Buyer confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.Section 6.2; (d) The representations and warranties the parties hereto shall have made by Purchaser in this Agreement (without giving effect to any limitation or obtained all Governmental Consents set forth therein as to materiality or Purchaser Material Adverse Effect, as applicableon Section 6.2(d) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.Company Disclosure Schedule; (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificatean opinion of Xxxxxx, dated Xxxxx & Xxxxxxx LLP, counsel to Buyer in substantially the Closing Date and duly executed by an authorized officer form of Purchaser, in form and substance reasonably satisfactory to Exhibit C attached hereto; (f) the Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) ’s 10 1/4% First Mortgage Notes due 2009 shall have been fulfilled.paid in full and retired; (g) Purchaser and the Escrow Agent Seller shall have made received the deliveries required Aggregate Cash Consideration; (h) the parties shall have executed the Distribution Agreement; (i) Seller shall have obtained the necessary consents under Section 2.5.the Credit Agreement; and (j) 338(h)(10)

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing are further transactions contemplated hereby is subject to the satisfaction or waiver by Seller at or prior to the Closing Date of the following conditions: (a) The notifications of representations and warranties made by Purchaser and Seller pursuant to the HSR Act, if any, in Section 4.1 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the applicable waiting period and any extensions thereof shall have expired or been terminated.Closing Date; (b) All other consents and approvals obligations of any Governmental Authority required for Purchaser to be performed hereunder on or prior to the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, Closing Date shall have been obtained and shall remain duly performed in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.all material respects; (c) No statuteaction or proceeding before any court, rule, regulation, order, decree, proceeding government body or injunction other tribunal shall have been issued, enacted, entered, promulgated, initiated, proposed commenced or enforced threatened (by a Governmental Authority that prohibitsparty other than Seller, restricts or makes illegal an Affiliate of Seller) wherein an unfavorable judgment, decree or order would (i) prevent the consummation carrying out of this Agreement or any of the transactions contemplated hereby, (ii) declare unlawful any of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by (iii) cause any Governmental Authority or any other Person seeking an injunction against the of such transactions contemplated by this Agreement or the Transaction Documents shall to be pending.rescinded; (d) The representations Approval Order shall have been entered by the Bankruptcy Court and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as the effectiveness of the Approval Order shall not have been modified, reversed, vacated, stayed, restrained or enjoined on the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.Date; (e) Purchaser To the extent not addressed or covered by the Approval Order, Seller shall have performed received the consent of all third parties, including without limitation , Perseus, holding liens, claims or interests against the Shares or any of Proton’s or TD’s assets to the release of all such liens, claims and complied withinterests in the Shares or any of Proton’s or TD’s assets, in all material respects, together with termination statements on form UCC-3 or such other appropriate form which shall have been prepared and signed by such parties for filing on the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.Closing Date; (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer Seller’s receipt of Purchaser, in form and substance reasonably satisfactory ’s closing deliveries pursuant to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.Section 3.4; (g) The agreement of Proton and Seller to the release and forgiveness of any Intercompany Debt owed by either party to the other; (h) If Seller determines that, pursuant to the Connecticut Transfer Act, it will be unable to provide Purchaser with a Form I or Form II filing, Purchaser shall have delivered a Form III or Form IV which Purchaser shall execute as the “certifying party,” as that term is defined in the Connecticut Transfer Act; and (i) Seller’s receipt of the Deposit and the Escrow Agent shall have made balance of the deliveries required under Purchase Price pursuant to Section 2.53.3. Each of the foregoing conditions is for the benefit of Seller, which may waive any of such conditions with the consent of the Agents at, or prior to, the Closing.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing: The representations and warranties set forth in Article V shall be true and correct in all material respects (except that the representations and warranties which are qualified as to “materiality” or waiver “Material Adverse Effect” shall be true and correct in all respects as so qualified) at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into consideration any disclosures made by Seller at Buyer to Sellers pursuant to Section 5.7); Buyer shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement on or prior to the Closing Closing; All governmental filings, authorizations and approvals that are required to be obtained by Buyer for the purchase of the following conditions: (a) The notifications Shares and the consummation of Purchaser and Seller pursuant to the HSR Act, if any, transactions contemplated hereby shall have been duly made and the obtained, and all applicable waiting period periods (and any extensions thereof thereof) under the HSR Act shall have expired or otherwise terminated; No action, suit or proceeding shall be pending before any court, governmental body or arbitrator wherein an unfavorable judgment, decree, injunction or order would prohibit or materially impair the performance of this Agreement or any of the transactions contemplated hereby, or declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and no such judgment, decree, injunction or order shall have been terminated. entered and not subsequently dismissed or discharged with prejudice; The Escrow Agent and Buyer shall have executed and delivered to Sellers a counterpart of the Escrow Agreement; All proceedings to be taken by Buyer in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by Sellers shall be reasonably satisfactory in form and substance to Sellers; and Buyer shall have delivered the Estimated Cash Purchase Price contemplated by Section 1.3(b)(iii). At the Closing Date, Buyer shall have delivered to Sellers all of the following: a certificate from Buyer in the form set forth in Exhibit F attached hereto, dated the Closing Date, stating that the preconditions specified in Sections 2.2(a) through (bd), inclusive, and (f) All other consents have been satisfied; certified copies of the resolutions of Buyer’s board of directors approving the execution, delivery and approvals performance of any Governmental Authority required for this Agreement and the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule ; and such other documents or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable instruments as Sellers reasonably request to the consummation of effect the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced hereby. Any condition specified in this Section 2.2 may be waived by a Governmental Authority Sellers; provided that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents such waiver shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation effective against Sellers unless it is set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly writing executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledSellers. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by Seller): (a) The notifications Buyer shall have performed or complied with, in all material respects, all of Purchaser its obligations under this Agreement to be performed or complied with on or prior to the Closing Date, and Seller pursuant to the HSR Act, if any, shall have been made and received a certificate of an authorized officer of Buyer, dated as of the applicable waiting period and any extensions thereof shall have expired or been terminatedClosing Date, to such effect. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The Buyer's representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, accurate in each case at and all material respects as of the Closing Date as if made on that date (except in any case that representations the Closing Date and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificatecertificate from Buyer, dated as of the Closing Date and duly executed by an authorized officer of PurchaserBuyer, to such effect. (c) Seller shall have received from Xxxxxxx X. Xxxxxxx, counsel to Buyer, an opinion dated as of the Closing Date, in the form and substance reasonably satisfactory of Exhibit 8.2(c). (d) At the Closing, Buyer shall have delivered to Seller: (i) a certificate of its jurisdiction of incorporation dated not earlier than the 10th day preceding the earlier of (A) the Closing Date and (B) April 30, 1998, to the effect that Buyer is a corporation validly existing and in good standing and/or compliance (as applicable) under the conditions specified in Sections 6.2(dlaws of such jurisdiction as of such date; (ii) a certificate of Buyer's Secretary or Assistant Secretary as of the Closing Date (A) to the effect that all necessary corporate action required for the execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations under this Agreement has been taken, and (eB) have been fulfilled.with respect to the due authorization of the officers of Buyer executing and delivering this Agreement; (giii) Purchaser the Provisional Purchase Price, as set forth in Section 2.3, in immediately available funds to such bank account(s) as Seller designates in writing to Buyer; (iv) evidence of the regulatory approvals required by Section 8.1(c); and (v) all other documents and the Escrow Agent shall have made the deliveries instruments required under Section 2.5to be delivered by Buyer pursuant to this Agreement.

Conditions to Seller’s Obligations. The obligations For the benefit of Seller, the Close of Escrow shall be conditioned upon the occurrence or satisfaction (or Seller's waiver thereof, it being agreed that Seller to effect may waive such condition) of the Closing are further subject to the satisfaction or waiver by Seller at conditions set forth below: (i) KBC-Tustin Ground Lessor Agreement. On or prior to the Closing Close of Escrow, Koll-Xxxxxx xxxll obtain the written agreement of the following conditions: (a) The notifications of Purchaser and Seller pursuant ground lessor under the KBC-Tustin Ground Lease to the HSR Actassignment of the KBC-Tustin Ground Lease to Buyer, if anyin the form attached to the KBC-Tustin Ground Lease Assignment. If Koll-Xxxxxx xxxs not obtain such agreement prior to the Close of Escrow, then Koll-Xxxxxx xxx either waive this condition and proceed with the Close of Escrow, or extend the Closing Date until such time that the ground lessor's agreement is obtained; provided, however, in no event shall have the Closing Date be extended more than thirty (30) days. After any such thirty (30) day extension, Seller shall be obligated to close regardless of whether or not such ground lessor's agreement has been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedobtained. (bii) All other consents and approvals KW Ground Sublessor Agreement. On or prior to the Close of any Governmental Authority required for Escrow, Koll-XX shall obtain the consummation written agreement of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) ground sublessor under the KW Sublease to the assignment of the Seller Disclosure Schedule or Section 4.2(c) of KW Sublease to Buyer, in the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable form attached to the consummation KW Sublease Assignment. If Koll-XX does not obtain such agreement prior to the Close of Escrow, then Koll-XX may either waive this condition and proceed with the transactions contemplated hereby shall have expired Close of Escrow, or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of extend the Closing Date as if made on until such time that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time)the ground sublessor's agreement is obtained; provided, except where any failures to be true and correct would nothowever, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser no event shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaserbe extended more than thirty (30) days. After such thirty (30) day period, in form and substance reasonably satisfactory Seller shall be obligated to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have close whether or not such ground sublessor's consent has been fulfilledobligated. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsadditional conditions as of the Closing: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser of Buyer contained in this Agreement (without giving effect to any limitation set forth therein which are not qualified as to materiality or Purchaser Material Adverse Effect, as applicable) shall will be true and correct, correct in each case at all material respects as of the date hereof and as of the Closing Date as if made on that at and as of each such date and the representations and warranties of Buyer contained in this Agreement which are qualified as to materiality will be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of each such date (in each case, except in any case that those representations and warranties that expressly speak address matters only as of a specified particular date or time only with respect to a specific period of time, which need only be true and correct as of such specified date accurate (or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, accurate in all material respects, as applicable) as of such date or with respect to such period); (b) Buyer will have performed and complied in all material respects with the agreements, obligations and covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at Buyer on or before prior to the Closing.Closing Date; (fc) Buyer will have delivered to Seller shall have received a certificate, certificate dated the Closing Date certifying as to the satisfaction of the conditions set forth in Section 8.3(a) and duly Section 8.3(b); (d) Buyer will have made offers of employment to the employees set forth on Schedule 7.8 pursuant to Section 7.8; (e) In addition to any other documents to be delivered or actions to be taken under other provisions of this Agreement, at the Closing, Buyer will: (i) Retain the Holdback Amount; (ii) Deliver or cause to be delivered to Seller: (A) the Closing Payment as provided in Section 3.2; (B) One or more assignment and assumption agreement(s) assuming the Assumed Contracts and the Assumed Liabilities executed by an authorized officer of PurchaserBuyer, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.; and (gC) Purchaser A certified copy of the resolutions adopted by Buyer authorizing the execution, delivery and performance of this Agreement and the Escrow Agent shall have made Ancillary Agreements and the deliveries required under Section 2.5consummation of the transactions provided for herein and therein.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect close the Closing are further transaction and deliver the documents and instruments required hereunder shall be subject to the satisfaction or waiver by Seller at or prior to the Closing in full of the following conditionsconditions ("SELLER'S CONDITIONS") on or before the Closing Date: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, Buyer shall have been made and performed on or before the applicable waiting period and any extensions thereof shall have expired Closing Date the obligations required to be performed by it on or been terminatedbefore such Closing Date. (b) All other consents Buyer shall have completed all the deliveries and approvals of any Governmental Authority actions required for the consummation of the transactions contemplated to be made by Buyer under section 8.4 and elsewhere in this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents There shall be pendingno material breach of any of Buyer's representations, warranties and covenants set forth in this Agreement. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect There shall not then be any pending or, to the knowledge of either Buyer or Seller, threatened Litigation which, if determined adversely, would restrain the consummation of any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in transactions referred to herein, or declare illegal, invalid or nonbinding any case that representations and warranties that expressly speak as of a specified date the covenants or time need only be true and correct as obligations of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectparties herein. (e) Purchaser Title Company shall have performed and complied with, be committed to issue to Buyer a policy of title insurance insuring title in all material respects, the agreements, covenants and obligations required by this Agreement amount of the Purchase Price subject only to be so performed or complied with by Purchaser at or before the ClosingPermitted Exceptions ("TITLE POLICY"). (f) Seller Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance produced evidence reasonably satisfactory to Seller of compliance with Hart-Scott-Rodino Act requirements or the non-applicability thereof xx xxxx xxxxxxxxion. Seller's Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Buyer. Seller shall not act or fail to act for the purpose of permitting or causing any of Seller's Conditions to fail. If any of Seller's Conditions is not satisfied or has not been so waived by notice to Buyer prior to the Scheduled Closing Date, Seller shall give written notice to Buyer describing the condition or conditions that have not been satisfied or waived and either Seller or Buyer by notice to the other party shall be entitled to postpone the Scheduled Closing Date as provided in Section 8.2 for the purpose of attempting to satisfy such condition or conditions. Nothing contained in this Agreement shall require Buyer or Seller to postpone the Scheduled Closing Date or to bring any suit or other proceeding or, except as otherwise expressly required by this Agreement, to the effect that the pay any substantial sum, to satisfy any conditions specified in Sections 6.2(d) and (e) have been fulfilledto Closing. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing are further transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Seller at fulfillment on or prior to the Closing Date of each of the following conditions: (a) The notifications of Purchaser and Buyer shall have tendered for delivery to Seller $800,000.00 pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedSection 1.3(a). (b) All Buyer shall have delivered to Seller the following documents: (i) the executed Promissory Note, related Security Agreement and any related UCC-1 financing statements; (ii) an executed Franchise Assignment and Assumption Agreement pursuant to which Buyer assumes all of Seller's rights and obligations under the Franchise Agreements; (iii) releases in form reasonably acceptable to Seller and the individuals involved, signed by each of Buyer's investors who has been an employee of Seller at any time during the last two years, releasing Seller from any claims of each such individual against Seller or Rentrak relating to such individual's prior employment by Seller (provided that such individuals will not be required to sign such a release until their employment with Seller has in fact terminated and until they have satisfactorily settled all outstanding claims for unpaid vacation, commissions and other consents salary related claims against Seller); and (iv) all other documents, certificates and approvals of any Governmental Authority required instruments reasonably requested by counsel for the consummation Seller which are necessary to effectuate and carry out all of the transactions contemplated by provisions of this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The All representations and warranties made by Purchaser Buyer contained in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, correct in each case at all material respects on the date hereof and as of the Closing Date as if made on that date (except in any case that though such representations and warranties that expressly speak were made as of a specified date the Closing Date, and Buyer shall have duly performed or time need only be true and correct as complied with all of such specified date or time), except where any failures the obligations to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at it under the terms of this Agreement on or before the Closing. (f) Seller shall have received a certificate, dated prior to the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledDate. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of consummate the transactions contemplated by this Agreement or is subject to the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against fulfillment of the transactions contemplated by this Agreement or following conditions as of the Transaction Documents shall be pending.Closing Date to Sellers' satisfaction in their sole discretion: (di) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) in Section 5 shall be true and correct, correct in each case all material respects at and as of the Closing Date as if though then made on and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except to the extent that date (except in any case that such representations and warranties that expressly speak are qualified by terms such as of a specified date or time need only "material" and "material adverse effect," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such specified date or time), except where any failures to be true representations and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.warranties; (eii) Purchaser Buyer shall have performed and complied with, in all material respects, the agreements, respects with all of its covenants and obligations required requiring performance by this Agreement to be so performed or complied with by Purchaser Buyer at or before the prior to Closing. (fiii) Seller No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the transfer of the Purchased Assets, the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, or cause such transactions to be rescinded, and no judgment, decree, injunction, order, or ruling shall have received a certificate, dated been entered which has any of the foregoing effects; (iv) On or prior to the Closing Date and duly executed by an authorized officer of PurchaserDate, Buyer shall have delivered to Sellers a certificate from Buyer, in form and substance reasonably satisfactory to SellerSellers, to the effect stating that the conditions preconditions specified in Sections 6.2(d3B(i) and - (eiii) have been fulfilled.satisfied; and (gv) Purchaser All proceedings to be taken by Buyer in connection with the consummation of the Closing Transactions and the Escrow Agent other transactions contemplated hereby and all certificates, instruments, and other documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by Sellers shall have made be reasonably satisfactory in form and substance to Sellers. Any condition specified in this Section 3B may be waived by Sellers; provided that no such waiver shall be effective against Seller unless it is set forth in writing executed by Sellers or unless Sellers agree in writing to consummate the deliveries required under Section 2.5transactions contemplated by this Agreement without the fulfillment of such condition.

Conditions to Seller’s Obligations. The obligations obligation of each Seller to effect consummate the Contemplated Transactions on the Closing are further Date is subject to the satisfaction or waiver by Seller at fulfillment on or prior to the Closing Sale Date of the following conditions, any one or more of which may be waived by Sellers: (a) The notifications Each of Purchaser the representations and Seller pursuant to warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the HSR Act, if any, shall have been Sale Date with the same effect as though made and on the applicable waiting period and any extensions thereof shall have expired or been terminatedSale Date. (b) Buyer shall have performed and complied in all material respects with all of the covenants and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Sale Date. (c) Buyer shall deliver the Closing Date Payment to Sellers as specified in Article IV. (d) Buyer shall have delivered to, or caused to be delivered, to Sellers the following documents, duly executed by Buyer (where appropriate): (i) All other consents consents, approvals, Permits, licenses and approvals registrations of all Persons and Governmental Authorities necessary for Buyer to execute, deliver and perform this Agreement, including but not limited to consent or approval under any Governmental Authority required for Contracts to which Buyer is a party; (ii) A duly executed counterpart of the Assignment and Assumption Agreement (iii) A certificate, dated the Sale Date and signed by an authorized officer of Buyer, certifying (A) that the conditions contained in Sections 7.3(a) and (b) have been satisfied, (B) that attached thereto are true and complete copies of all resolutions adopted by the [board of directors] of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and (C) the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; (iv) The Assignment and Assumption Agreement; and (v) Such other document(s) or instruments as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations Seller's obligation to consummate the Closing and make the deliveries required of Seller to effect at the Closing are further shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of each of the following conditions: (a) The notifications 4.1.1 All of Purchaser the representations and Seller pursuant warranties of Buyer contained herein shall continue to be true and correct at the Closing in all material respects, all covenants and obligations to be performed by Buyer on or prior to the HSR Act, if any, Closing shall have been made performed in all material respects and the applicable waiting period and any extensions thereof Buyer shall have expired or been terminatedcertified the foregoing to Seller in writing. (b) All 4.1.2 Buyer shall have delivered or caused to be delivered to Seller all of those documents, instruments and agreements required to be delivered by Buyer to Seller under Section 3.4 hereof. 4.1.3 No action, suit or other consents and approvals of proceedings shall be pending before any Governmental Authority required for court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, including all those forth or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. 4.1.4 The Bankruptcy Court shall have entered the Approval Order (in accordance with Section 8.3.2 below), the Bankruptcy Court shall have made the finding provided for in Section 3.2(b8.3.2(ii) and the Approval Order shall not have been stayed as of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any Closing Date. 4.1.5 All applicable waiting period applicable periods relating to the consummation Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the transactions contemplated hereby "HSR Act") shall have expired or been terminated. (c) No statuteterminated with respect to the transaction contemplated hereby, rule, regulation, order, decree, and any proceeding that may have been filed or injunction instituted thereunder shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendingsatisfactorily concluded. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) 4.1.6 Seller shall have received a certificateconsent and a release from the lessor of all of Seller's obligations under that certain Real Property Lease listed as Item 5 (Index Number 401) on Exhibit "A-1". 4.1.7 Buyer shall have entered into, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory provided to Seller, on or prior to November 15, 2002, a binding commitment with each of GECC and/or GEPF (collectively, the "GE Financing Commitment") with respect to Buyer's assumption or refinancing of the GECC Note and the GEPF Note, respectively, on terms acceptable to Buyer, on the one hand, and each of GECC and GEPF, on the other hand; provided, however, that this Section 4.1.7 shall not be a condition to Closing after November 15, 2002. 4.1.8 Buyer shall have entered into, and provided to Seller, on or prior to the effect Deposit Date, a binding commitment with MARAD (collectively, the "MARAD Financing Commitment") with respect to Buyer's assumption or refinancing of the MARAD Debt, on terms acceptable to Buyer, on the one hand, and MARAD, on the other hand; provided, however, that this Section 4.1.8 shall not be a condition to Closing after the conditions specified in Sections 6.2(d) and (e) have been fulfilledDeposit Date. (g) Purchaser 4.1.9 Seller shall have received a release from GECC, GEPF and MARAD of all of Seller's obligations under the GECC Note, the GEPF Note and the Escrow Agent shall have made the deliveries required under Section 2.5MARAD Debt.

Conditions to Seller’s Obligations. The Seller's obligations of Seller to ------------ ----------------------------------- effect the Closing are further purchase and assumption transaction contemplated by this Agreement shall be subject to the satisfaction (or waiver by Seller at or Seller) prior to or on the Closing Date of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser Buyer in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at all material respects on and as of the Closing Date with the same effect as if made on that date (except in any case that though such representations and warranties that expressly speak as of a specified date had been made or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in given on the aggregate, have a Purchaser Material Adverse Effect.Closing Date; (eb) Purchaser Buyer shall have performed and complied with, in all material respectsrespects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the agreements, covenants consummation of the purchase and obligations required assumption transaction contemplated by this Agreement shall be in effect nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to be so performed or complied with the purchase and assumption transaction contemplated by Purchaser at or before this Agreement which makes the Closing.consummation of such transaction illegal; (fd) All necessary regulatory approvals, consents, authorizations and other approvals required by law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Seller, and all waiting periods required by law shall have expired; (e) Seller shall have received a certificate, dated all documents required to be received from Buyer on or prior to the Closing Date and duly executed by an authorized officer of PurchaserDate, all in form and substance reasonably satisfactory to Seller, to ; (f) Buyer shall have accepted the effect that status of title as reflected in the conditions specified in Sections 6.2(d) and commitment for title insurance (e) as such commitment may have been fulfilledmodified) delivered by Seller pursuant to Section 5.04 hereof. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Closing and Seller’s obligation to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction of the following conditions or Seller’s written waiver on or before the Closing Date. Seller may waive in writing any or all of such conditions in its sole and absolute discretion. (a) Buyer shall have performed all of the obligations to be performed by Seller Buyer under this Agreement at or prior to the Closing Closing, including without limitation, delivery of the following conditions: (a) The notifications Deposit described in Section 4.1, delivery of Purchaser the Closing Payment described in Section 4.2, and Seller pursuant to execution and delivery of the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminateddocuments described in Section 7. (b) All other consents Buyer’s representations and approvals warranties herein shall be true and correct as of any Governmental Authority required for the consummation Closing. (c) Buyer acknowledges and agrees that Publix Super Markets, Inc., a Florida corporation or an affiliate thereof (“Publix”) has certain rights to purchase the Property (the “Purchase Rights”) in accordance with the terms of that certain Lease Agreement dated May 17, 2007, as amended (collectively, the “Publix Lease”), in favor of Publix affecting a portion of the Property. Buyer further acknowledges and agrees that Seller’s receipt of written evidence, acceptable to Seller in Seller’s sole and absolute discretion, from Publix confirming Publix’s waiver of or election not to exercise the Purchase Rights shall be a condition precedent to Seller’s obligation to consummate the transactions contemplated by this Agreement, including all those forth in Section 3.2(b. Buyer acknowledges and agrees that: (i) Publix’s decision to exercise the Purchase Rights and (ii) Seller’s inability to perform the Seller’s obligations pursuant to this Agreement due to Publix’s exercise of the Purchase Rights shall not constitute an event of a default by Seller Disclosure Schedule under this Agreement. In the event that Seller does not receive written evidence, acceptable to Seller in Seller’s sole and absolute discretion, from Publix confirming Publix’s waiver of or Section 4.2(c) of election not to exercise the Purchaser Disclosure SchedulePurchase Rights, shall have been obtained Seller may, at its option, terminate this Agreement and shall remain in full force and effectEscrow, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents Deposit shall be pendingreturned to Buyer in accordance with Section 8.3. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller of the following conditions at or prior to the Closing of the following conditionsClosing: (a) The notifications representations and warranties made in Article VI hereof that are subject to materiality or Material Adverse Effect qualifications shall be true and correct in all respects as of Purchaser the date hereof and Seller pursuant at and as of the Closing and the representations and warranties contained in Article VI hereof that are not subject to materiality or Material Adverse Effect qualifications shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date, in each case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, and Buyer shall have performed in all material respects all the covenants and agreements required to be performed by them hereunder prior to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.Closing; (b) All No suit, action or other consents and approvals proceeding shall be pending before any court or governmental or regulatory official, body or authority wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any Governmental Authority required for of the consummation transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule and no such injunction, judgment, order, decree or Section 4.2(c) of the Purchaser Disclosure Schedule, ruling shall have been obtained entered or be in effect; (c) Stockholder Approvals and the Other Approvals shall remain have been obtained, provided the Sellers have complied with their respective obligations provided in full force Section 4.10; (d) At the Closing, Buyer shall have delivered to Sellers: (i) a certificate signed by an officer of Buyer, dated as of the Closing Date, stating that the conditions specified in subsections (a) through (c) above have been satisfied as of the Closing, (ii) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and effect, performance of this Agreement and any waiting period applicable to the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (iii) a good standing certificate for Buyer from the State of Delaware dated as of a recent date prior to the Closing and (iv) such other documents or instruments as are required to be delivered by Buyer at the Closing pursuant to the terms hereof or that Sellers reasonably request prior to the Closing Date to effect the transactions contemplated hereby; (e) Sellers and the Company shall have expired received or been terminated.obtained all Third-Party Approvals, provided that the Sellers have complied with their respective covenants contained herein related to such Third-Party Approvals; (cf) No statuteSellers and the Company shall have received or obtained all Governmental Approvals, ruleprovided that the Sellers have complied with their respective covenants contained herein related to such Governmental Approvals; (g) The Company and Sellers shall have obtained a letter of consent from each lessor of the Leased Realty and/or party to any Material Contract listed on the Required Approvals Schedule, regulationfor which a consent of assignment is necessary according to the terms of such lease and/or contract, order, decree, proceeding or injunction provided that the Sellers have complied with their respective covenants contained herein related to such Leased Reality and Material Contracts; (h) The Buyer shall have executed and delivered the Transition Services Agreement and the Transition Services Agreement shall be in full force and effect as of the Closing; (i) The Buyer and the Escrow Agent shall have executed and delivered the Escrow Agreement and the Escrow Agreement shall be in full force and effect as of the Closing; (j) The Buyer and the Escrow Agent shall have executed and delivered the Deposit Escrow Agreement and the Deposit Escrow Agreement shall be in full force and effect as of the Closing and the Deposit Escrowed Funds shall have been issuedwired to, enacted, entered, promulgated, initiated, proposed or enforced and placed into the Deposit Escrow Account by a Governmental Authority that prohibits, restricts or makes illegal the Escrow Agent; (k) All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against Buyer to effect the transactions contemplated hereby reasonably requested by this Agreement or the Transaction Documents Sellers shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, reasonably satisfactory in form and substance reasonably satisfactory to Sellers and their legal counsel. Any condition specified in this Section 3.2 may be waived by Sellers if such waiver is set forth in a writing duly executed by Seller; and (l) The Seller’s shall have received the consent of the landlords of the Leased Property to assign the Leased Property to the Company post-Closing. Sellers shall use good faith efforts to obtain such consents. In securing such consent of the landlords of the Leased Realty, Buyer shall assist Sellers in obtaining such consents by providing information requested by such landlords and agreeing to provide to the landlord of the Company’s Lorton, Virginia property, a letter of credit, if requested by such landlord, to serve as security for the effect that the conditions specified Company’s lease with such landlord in Sections 6.2(d) and an amount not to exceed Four Hundred Thousand Dollars (e) have been fulfilled$400,000). (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations Seller's obligation to make the ---------------------------------- deliveries required of Seller to effect at the Closing are further Date shall be subject to the satisfaction or waiver by Seller of each of the following conditions. 4.1.1 All of the representations and warranties of Buyer contained herein shall continue to be true and correct at or the Closing in all material respects, all covenants and obligations to be performed by Buyer prior to the Closing of shall have been performed in all material respects and Buyer shall have certified the following conditions:foregoing to Seller in writing. (a) The notifications of Purchaser 4.1.2 Buyer shall have executed and delivered to Seller the Working Capital Escrow Agreement, the Assignment Agreement and each other document reasonably requested by Seller pursuant to the HSR Act, if any, Section 1.3. 4.1.3 Seller shall have been made received the total Purchase Price (less the Working Capital Escrow Amount) in immediately available funds. 4.1.4 Buyer shall have delivered to Seller appropriate evidence of all necessary corporate action by Buyer in connection with the transactions contemplated hereby, including, without limitation: (i) certified copies of resolutions duly adopted by Buyer's directors approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ii) a certificate as to the incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement. 4.1.5 Seller shall have determined that it will not incur any liability under the Worker Adjustment and Retraining Notification Act in connection with the consummation of this transaction. 4.1.6 All applicable waiting period and any extensions thereof periods relating to the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976 shall have expired or been terminatedterminated and any proceedings that may have been filed or instituted thereunder shall have been satisfactorily concluded. (b) All 4.1.7 No action, suit or other consents and approvals of proceedings shall be pending before any Governmental Authority required for court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, including all those forth or seeking to obtain substantial damages in Section 3.2(b) respect thereof, or involving a claim that consummation thereof would result in the violation of the Seller Disclosure Schedule any law, decree or Section 4.2(c) regulation of the Purchaser Disclosure Schedule, any governmental authority having appropriate jurisdiction. 4.1.8 The Bankruptcy Court shall have been obtained entered the Procedure Order in accordance with Section 8.4.1 below and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions Approval Order as contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.defined in

Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications representations and warranties set forth in Article III hereof will be true and correct in all material respects at and as of Purchaser and Seller pursuant to the HSR Act, if any, shall have been Closing as though then made and as though the applicable waiting period Closing Date had been substituted for the date of this Agreement throughout such representations and any extensions thereof shall have expired or been terminated.warranties; (b) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) All other consents material governmental filings, authorizations and approvals of any Governmental Authority that are required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall hereby will have been obtained duly made and obtained; (d) There shall remain in full force and effectnot be threatened, and instituted or pending any waiting period applicable action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby shall have expired or been terminated.seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the Related Agreements, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (ce) No There shall not be any action taken, or any statute, rule, regulation, orderjudgment, decree, proceeding order or injunction shall have been issuedinjunction, enacted, entered, enforced, promulgated, initiatedissued or deemed applicable to the transactions contemplated hereby by any federal, proposed state or enforced foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.02(d) hereof; (f) On the Closing Date, Buyer will have delivered to Sellers (i) a certificate of appropriate officer(s) of Buyer substantially in the form set forth as Exhibit G attached hereto, dated the Closing Date, stating that the conditions precedent set forth in subsections (a), (b) and (c) above have been satisfied, (ii) an executed copy of each of the Related Agreements, (iii) a copy of each of (X) the text of the resolutions adopted by a Governmental Authority that prohibitsthe board of directors of Buyer authorizing the execution, restricts or makes illegal delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement or and (Y) the Transaction Documentsbylaws of Buyer, along with certificates executed on behalf of Buyer by its corporate secretary certifying to Sellers that such copies are true, correct and complete copies of such resolutions and bylaws, respectively, and no proceeding initiated that such resolutions and bylaws were duly adopted and have not been amended or rescinded, and (iv) incumbency certificates executed on behalf of Buyer by any Governmental Authority or any other Person seeking an injunction against its corporate secretary certifying the transactions contemplated by signature and office of each officer executing this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse EffectRelated Agreements. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations Seller’s obligation to deliver title to the Properties and proceed to Closing on the terms and conditions of Seller to effect the Closing are further this Agreement shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions:conditions precedent on and as of the Closing Date: ​ (a) The notifications Buyer shall have deposited in escrow with Title Insurer the remainder of Purchaser and Seller the Purchase Price as adjusted pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.Section 2 hereof; (b) All other consents and approvals of any Governmental Authority required for Buyer shall deliver (or cause to be delivered) to Buyer or Title Insurer, as applicable, on or before the consummation of Closing Date the transactions contemplated by this Agreement, including all those documents set forth in Section 3.2(b10(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.above; and (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser of Buyer contained in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall have been true when made and shall be true and correct, in each case all material respects at and as of the Closing Date as if made on that date (except in any case that such representations and warranties that expressly speak were made at and as of a specified date or time need only be true the Closing, and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser Buyer shall have performed and complied with, in all material respectsrespects with all covenants, the agreements, covenants agreements and obligations conditions required by this Agreement to be so performed or complied with by Purchaser Buyer prior to or at or before the Closing. (f) . If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, then Seller shall have received a certificatethe right to terminate this Agreement; and upon ​ such termination, dated the Closing Date Xxxxxxx Money shall be refunded to Buyer, and duly executed by an authorized officer neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. Notwithstanding the foregoing or any other terms of Purchaserthis Agreement, (i) in form and substance reasonably satisfactory the event of the failure of the condition precedent to Seller’s obligations set forth in Section 14(a) and/or Section 14(b), Seller shall also have the remedies available to Seller in Section 9(a) (including, without limitation, the effect that right to retain the conditions specified in Sections 6.2(d) Xxxxxxx Money as liquidated damages), and (eii) have been fulfilled. (g) Purchaser and Buyer shall not be entitled to reimbursement from Seller of any of the Escrow Agent shall have made Buyer Expenses if Seller terminates as a result of a default by Buyer under the deliveries required under Section 2.5.terms of the Agreement. ​

Conditions to Seller’s Obligations. The respective obligations of Seller Sellers to effect consummate the Closing closing of the transaction contemplated in this Agreement are further subject to the satisfaction or waiver by Seller satisfaction, at or prior to before the Closing Closing, of the following conditionsconditions set forth in this Section 7.2: (a) The notifications all filings, authorizations and approvals and consents set forth in Section 5.4 of Purchaser and Seller pursuant to the HSR Act, if any, Disclosure Letter shall have been made and the with or obtained from all applicable waiting period and any extensions thereof shall have expired or been terminated.Governmental Authorities; (b) All other consents and approvals of there shall be no suit, action, investigation or proceeding pending or threatened before any Governmental Authority required for by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the consummation of the transactions contemplated by this AgreementClosing, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule whole or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effectpart, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statuteno injunction, rule, regulationjudgment, order, decree, proceeding decree or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents ruling with respect thereto shall be pending.in effect; (di) The the representations and warranties made by Purchaser of Buyer contained in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) Article 6 shall be true and correct, in each case at and correct as of the Closing Date as if made on that date as of the Closing Date (except in any case that other than those representations and warranties that expressly speak made as of a specified date or time need only specific date, which shall be true and correct as of such specified date or timedate), except where any failures for representations and warranties the circumstances giving rise to which do not and would not reasonably be true and correct would not, in the aggregate, expected to have a Purchaser Material Adverse Effect. material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement; (eii) Purchaser Buyer shall have performed and complied with, or caused to have been performed in all material respects, respects all of the agreements, covenants and obligations agreements required by this Agreement to be so performed or complied with by Purchaser at or before Buyer prior to the Closing.; and (iii) Sellers shall have received a certificate stating that each of the conditions specified above in clauses (i) and (ii) is satisfied; (d) Buyer shall have delivered to the Sellers' Account the Purchase Price in accordance with Section 3.2(a); (e) Buyer shall have caused the satisfaction of the Closing Indebtedness in accordance with Section 3.2; (f) Seller Buyer shall replace all of the Company's deposits and bonds, including but not limited to the reclamation, utility, payment and performance bonds, and equipment bonds and deposits listed in Section 5.10(p) of the Disclosure Letter attached hereto, and cause the bonds and deposits of the Company to be released at the Closing; and (g) Sellers shall have received a certificatethe following: (i) copies of the resolutions duly adopted by Buyer's board of directors authorizing the execution, dated delivery and performance of this Agreement and the Buyer Ancillary Agreements, duly certified by the Secretary of Buyer, all of which resolutions shall be in full force and effect on the Closing Date Date; and (ii) such further documents and duly executed instruments reasonably requested by Sellers to assure the assumption of the Assumed Liabilities and the Assumed Contracts as contemplated by this Agreement. Any agreement or document to be delivered to Sellers pursuant to this Section 7.2, the form of which is not attached to this Agreement as an authorized officer of Purchaserexhibit, shall be in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledSellers. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation closing of the transactions contemplated by this Agreement are subject to the satisfaction, at or before the Transaction DocumentsClosing, and no proceeding initiated by of the following conditions set forth in this Section 5.2: (a) any Governmental Authority or any other Person seeking an injunction against applicable waiting period under applicable Competition Laws relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) there shall not be threatened, instituted or pending any action or proceeding by any Governmental Authority of competent jurisdiction or Person (i) challenging or seeking to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement; (ii) seeking to restrain, prohibit or otherwise interfere with the operation of Seller or the Transaction Documents shall be pending.Seller IP Assets; or (iii) seeking to require Seller or any of its Affiliates to take any of the actions that Section 7.1(d) does not require Seller or any of its Affiliates to take; (dc) The (i) the representations and warranties made by Purchaser of Buyer contained in this Agreement (without giving effect to any limitation set forth therein that are qualified as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, and the representations and warranties of Buyer contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case at and as of case, on the Closing Date as if made on that date (except in any case that though such representations and warranties that expressly speak were made on and as of such date (other than those representations and warranties made as of a specified date or time need only specific date, which shall be true and correct as of such specified date or timedate), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. ; (eii) Purchaser Buyer shall have performed and complied with, or caused to have been performed in all material respects, respects all of the agreements, covenants and obligations agreements required by this Agreement to be so performed or complied with by Purchaser at or before Buyer prior to the Closing. ; and (fiii) Seller shall have received a certificatecertificate stating that each of the conditions specified above in clauses (i) and (ii) are satisfied; (d) Seller shall have received the following: (i) the Soane Agreement, dated the Closing Date and duly executed by Buyer; (ii) the Escrow Agreement, duly executed by Buyer and Escrow Agent; (iii) the Earn-Out Note, duly executed by Buyer; (iv) a Security Agreement evidencing Seller’s rights of Foreclosure pursuant to Sections 2.4(g) and Section 2.4(h), as applicable, in substantially the form attached as Exhibit C-2 hereto, duly executed by Buyer; and (v) each other document required to be delivered by Buyer to this Agreement. Any agreement or document to be delivered to Seller pursuant to this Section 5.2, the form of which is not attached to this Agreement as an authorized officer of Purchaserexhibit, shall be in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller and Shareholder to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of each of the following conditionsconditions precedent, any one or more of which may be waived by Seller: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation Each of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by of Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) in Article 2 shall be true and correct, correct in each case at all material respects on and as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on that date (except in any case that representations and warranties that expressly speak as of a specified date the Closing Date; provided, however, that any such representation or time need only warranty that is already qualified by "materiality" shall be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectall respects. (eb) Purchaser shall have performed and complied with, in all material respects, respects with the agreements, covenants and obligations required by under this Agreement to be so performed or complied with by Purchaser prior to or at or before the Closing. (c) Purchaser shall furnish Seller with a certificate of its appropriate officers as to compliance with the conditions set forth in Sections 6.2(a) and (b) hereof. (d) All filings that are required to have been made by Purchaser with any Authority in order to carry out the transactions contemplated by this Agreement shall have been made; all authorizations, consents and approvals from all Authorities required for Purchaser to carry out the transactions contemplated by this Agreement shall have been received; and all statutory waiting periods in respect thereof shall have expired. (e) There shall be in force no claim, proceeding, action, order or decree by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing (or seeking to prevent) the consummation of the transactions contemplated hereby. (f) No proceeding in which Purchaser shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall have been brought or be pending by or against Purchaser under any United States or state bankruptcy or insolvency Law. (g) Seller shall have received a certificate, dated obtained the Closing Date and duly executed by an authorized officer of PurchaserReleases, in form and substance reasonably satisfactory acceptable to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (gh) Seller shall have received the legal opinion of Purchaser's counsel, King & Spalding, substantially in the form of Exhibit J hereto. (i) Early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act. (j) Neither Seller nor Shareholder shall have any collateral, letter of credit or other obligation in respect of the Performance Bonds. (k) Purchaser and the Escrow Agent shall have made received the deliveries required consents and approvals described in Schedules 2.2 and 2.3 hereof. (l) Purchaser shall have complied with its obligations under Section 2.55.9 hereof.

Conditions to Seller’s Obligations. The obligations of Seller Seller's obligation to effect consummate the Closing are further transaction contemplated by this Agreement is subject to the satisfaction satisfaction, in Seller's reasonable discretion, of the following conditions for Seller's benefit (or Seller's waiver by thereof, it being agreed that Seller at may waive any or all of such conditions) on or prior to the Closing Close of Escrow. In the event Seller terminates this Agreement and the Escrow due to the non-satisfaction of any of such conditions (except for the conditions described in Paragraphs 7(b)(iii) and (iv) below, the failure of which shall entitle Buyer to the return of the following conditions: (a) The notifications of Purchaser and Deposit less cancellation fees), then the Deposit shall be immediately released to Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedas liquidated damages as more particularly set forth in Paragraph 17 below. (bi) All other consents and approvals of any Governmental Authority required for the consummation Buyer shall have timely performed all of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by the terms of this Agreement to be so performed or complied with by Purchaser at or before the ClosingBuyer. (fii) All of Buyer's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made. (iii) Lender shall have approved in writing the assumption by Buyer of the Existing Loans and Buyer shall have executed and delivered to Lender (or to Escrow Holder, if so instructed by Lender) all documents, instruments and agreements required by Lender in connection with such assumption. (iv) Lender shall have agreed in writing to release Seller and all current guarantors/indemnitors under the Existing Loans from all liability under the Existing Loans arising from and after the Close of Escrow, effective as of the Close of Escrow (Buyer acknowledging that such release of current guarantors/indemnitors will require Buyer to provide replacement guarantors and/or indemnitors of the borrower’s obligations first arising under the Existing Loan Documents executed in connection with the Existing Loans from and after Close of Escrow, or to provide to Lender such other additional or alternative security or collateral (e.g., a letter of credit), as may be satisfactory to Lender, and should Buyer not satisfy Lender’s assumption conditions, then Buyer shall be deemed in breach of its obligations under this Agreement and in such event Seller shall have received a certificate, dated the Closing Date right to cancel this Agreement and duly executed by an authorized officer of Purchaser, receive the Deposit as liquidated damages as provided in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledSection 17 below). (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller the Sellers to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of consummate the transactions contemplated by this Agreement or are subject to the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against satisfaction of the transactions contemplated by this Agreement or following conditions as of the Transaction Documents shall be pending. Closing Date: (da) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall in Article V will be true and correct, correct in each case at and all material respects as of the Closing Date as if made on that anew as of such date (except in any case that representations and warranties that expressly speak with the words “as of a specified the date or time need only of this Agreement” in the introductory paragraph to Article V being deemed to be deleted for the purposes of this Section 2.03(a)), except to the extent any such representation and warranty expressly relates to an earlier date (in which case such representation and warranty will have been true and correct as of such specified date or timeearlier date), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. ; (eb) Purchaser shall Buyer will have performed and complied with, in all material respects, respects all of the agreements, covenants and obligations agreements required to be performed by it under this Agreement at or prior to the Closing; (c) Buyer will have made all of the payments required to be so performed or complied with by Purchaser at or before the Closing.made pursuant to Section 1.04; (fd) Seller OMERS Administration and its Affiliates shall have received a certificatefull and final release of any security or guarantee provided pursuant to the CIBC Credit Facility (including, for the avoidance of doubt, the OMERS Guarantee (as defined in the CIBC Credit Facility)); (e) (i) Buyer or an Affiliate thereof shall have assumed all guarantees and security granted by the Sellers pursuant to the FMS Loan Agreement and the Capital Markets Platform Master Trust Indenture (as defined in the FMS Loan Agreement), including, for certainty, assuming or otherwise replacing (the “FMS L/C Assumption”), in accordance with the terms of Section 8.1(cc) of the FMS Loan Agreement, the letter of credit delivered by an Affiliate of the Sellers in support of the debt service reserve obligations pursuant to such Section 8.1(cc) of the FMS Loan Agreement (the “FMS L/C”), and the Sellers shall have received a full and final release and discharge therefrom; or (ii) the FMS Loan Agreement shall have been repaid in full and terminated on the Closing Date; and (f) Buyer and Parent Guarantor, as applicable, will have delivered to the Sellers: (i) a certificate of each of Buyer and Parent Guarantor executed by a duly authorized officer thereof, dated as of the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions preconditions specified in Sections 6.2(dSection 2.03(a) and (eSection 2.03(b) have been fulfilled. satisfied; and (gii) Purchaser certificates of Buyer and Parent Guarantor, executed by a duly authorized officer or director thereof, containing certified copies of all resolutions of the board of directors of Buyer and Parent Guarantor approving the entering into this Agreement and the Escrow Agent shall have made Related Documents to which they are a party and the deliveries required under Section 2.5completion of the transactions contemplated by this Agreement.

Conditions to Seller’s Obligations. The obligations of Seller SELLER's obligation under this Sale Agreement to effect sell the Closing are further Aircraft to BUYER is subject to and contingent upon the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: conditions precedent (a) The notifications it being understood that BUYER's obligation to deliver any documents or funds described in this Article 6 is subject to satisfaction or waiver of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation each of the transactions contemplated by this Agreement, including all those conditions set forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.Article 6.1): (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) 6.2.1 The representations and warranties made by Purchaser of BUYER contained in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) Article 11 shall be true and correct, in each case at and correct as of the Closing Date as if though made on that and as of such date (except in any case to the extent that such representations and warranties that expressly speak as relate solely to an earlier date) and BUYER will have delivered to SELLER a certificate signed by an officer of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in BUYER certifying the aggregate, have a Purchaser Material Adverse Effectsame. (e) Purchaser 6.2.2 If BUYER is required to have board of managers approval to purchase the Aircraft from SELLER, BUYER will have delivered to SELLER certified copies of resolutions of the board of managers of BUYER or other written evidence of appropriate corporate action, duly certifying and authorizing the sale of the Aircraft hereunder and the execution, delivery and performance of this Sale Agreement, together with an incumbency certificate as to the Person or Persons authorized to execute and deliver documents on behalf of BUYER hereunder. 6.2.3 No litigation will be pending or, to the knowledge of BUYER, threatened, against BUYER which challenges or questions the validity or legality of the execution, delivery or performance by it of this Sale Agreement, or which, if adversely determined, would adversely affect the right, power and authority of BUYER to consummate the transactions contemplated hereby. 6.2.4 No suit, action or other proceeding by any Government Entity shall have performed and complied with, been instituted or threatened which questions in all any material respects, way the agreements, covenants and obligations required by this Agreement to be so performed validity or complied with by Purchaser at legality of the transactions contemplated hereunder. 6.2.5 A Total Loss of the Aircraft will not have occurred on or before the ClosingClosing Date. (f) Seller 6.2.6 SELLER shall have received a certificate, dated an insurance certificate evidencing the Closing Date and duly executed insurances required by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledArticle 10. (g) Purchaser and the Escrow Agent shall 6.2.7 BUYER will have made the deliveries required under Section 2.5will have prepositioned with FAA Counsel an original executed Acceptance Certificate.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect close the Closing are further transaction and deliver the documents and instruments required hereunder shall be subject to the satisfaction or waiver by Seller at or prior to the Closing in full of the following conditionsconditions ("SELLER'S CONDITIONS") on or before the Closing Date: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, Buyer shall have been made and performed on or before the applicable waiting period and any extensions thereof shall have expired Closing Date the obligations required to be performed by it on or been terminatedbefore such Closing Date, including all of the obligations of the Escrow Agreement. (b) All other consents Buyer shall have completed all the deliveries and approvals of any Governmental Authority actions required for the consummation of the transactions contemplated to be made by Buyer under section 7.4 and elsewhere in this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents There shall be pendingno material breach of any of Buyer's representations, warranties and covenants set forth in this Agreement. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect There shall not then be any pending or, to the knowledge of either Buyer or Seller, threatened Litigation which, if determined adversely, would restrain the consummation of any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in transactions referred to herein, or declare illegal, invalid or nonbinding any case that representations and warranties that expressly speak as of a specified date the covenants or time need only be true and correct as obligations of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectparties herein. (e) Purchaser Title Company shall have performed and complied with, be committed to issue to Buyer a policy of title insurance insuring title in all material respects, the agreements, covenants and obligations required by this Agreement amount of the Purchase Price subject only to be so performed or complied with by Purchaser at or before the ClosingPermitted Exceptions ("TITLE POLICY"). (f) Seller Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance produced evidence reasonably satisfactory to Seller, Seller of compliance with Hart-Xxxxx-Xxxxxx Xxx requirements or the non-applicability thereof to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledthis transaction. (g) Purchaser and Each entity named as Buyer under the Escrow Agent Other Purchase Agreement shall have made satisfied all of its obligations, and all of Seller's Conditions to Closing shall have been met, under each of the deliveries required under Other Purchase Agreements. Seller's Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Buyer. Seller shall not act or fail to act for the purpose of permitting or causing any of Seller's Conditions to fail. If any of Seller's Conditions is not satisfied or has not been so waived by notice to Buyer prior to the Scheduled Closing Date, Seller shall give written notice to Buyer describing the condition or conditions that have not been satisfied or waived and either Seller or Buyer by notice to the other party shall be entitled to postpone the Scheduled Closing Date as provided in Section 2.5.7.1 for the purpose of attempting to satisfy

Conditions to Seller’s Obligations. The obligations of each Seller to effect consummate the purchase and sale of the Purchased Assets and the other transactions contemplated to be consummated by it at the Closing (collectively, the "Closing Transactions") are further subject to the satisfaction (or waiver by Seller Seller) at or prior to the Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made had the opportunity to conduct a due diligence review of the books, records, operations, physical plant and the applicable waiting period facilities, contracts and any extensions thereof other documents of NATK and nothing shall have expired or been terminatedcome to its attention that would reasonably be expected to have a Material Adverse Effect on NATK on and after the Closing. (b) The representations and warranties of NATK and the Sub set out in this Agreement shall be true and correct in all material respects, and no fact or circumstance shall have come to the attention of Seller that is not disclosed in this Agreement or any document or other writing delivered by NATK to Seller prior to the date of this Agreement that could reasonably be expected to have a Material Adverse Effect on NATK or the consideration to be received by the Seller in connection with the transactions contemplated hereby to be consummated at the Closing. (c) Each of NATK and the Sub shall have complied in a timely manner and in all material respects with their respective covenants and agreements set out in this Agreement. (d) All director, shareholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any Governmental Authority required for the consummation of the transactions applicable contract or agreement (other than as contemplated by this Agreement, including all those forth in Section 3.2(b) to complete the purchase and sale of the Seller Disclosure Schedule or Section 4.2(c) of Purchased Assets and the Purchaser Disclosure Schedule, other transactions at the Closing shall have been obtained and secured, including without limitation that this Agreement shall remain in full force and effect, and any waiting period applicable to have been approved by the consummation affirmative vote of the transactions contemplated hereby shall have expired or been terminatedowners of each Seller in accordance with applicable law. (ce) No statute, rule, regulation, executive order, decree, proceeding injunction or injunction restraining order shall have been issued, enacted, entered, promulgated, initiated, proposed promulgated or enforced by a Governmental Authority any court of competent jurisdiction or governmental authority that prohibits, prohibits or restricts or makes illegal the consummation of the transactions contemplated by this Agreement purchase and sale of the Assets at the Closing or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closingrelated transactions. (f) Seller The Closing shall have received a certificateoccurred not later than January 31, dated 1996, unless such date is extended by the Closing Date and duly executed by an authorized officer mutual written agreement of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledparties hereto. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect take the actions required to be taken by it at the Closing are further is subject to the satisfaction or waiver by Seller waiver, in whole or in part, of each of the following conditions at or prior to the Closing of the following conditionsClosing: (a) The notifications representations and warranties set forth in Article V shall be true and correct in all respects without giving effect to qualifications contained therein as to materiality or Material Adverse Effect, at and as of Purchaser the Closing Date, as though then made and Seller pursuant as though the Closing Date has been substituted for the date of this Agreement in such representations and warranties, except that any representation and warranty expressly made as of a specified date (including the date of this Agreement) will only need to the HSR Act, if any, shall have been made true on and as of such date, except where any such failures to be true and correct, individually or in the applicable waiting period aggregate, have not had and any extensions thereof shall would not reasonably be expected to have expired or been terminateda Material Adverse Effect. (b) All Buyer will have performed and complied with each of its covenants and agreements contained in this Agreement in all material respects; (c) Buyer will have tendered for delivery simultaneously with the Closing each of the agreements, certificates, instruments and other consents documents that Buyer is obligated to deliver and approvals cause to have delivered pursuant to Section 2.3(b)(ii) and such agreements so delivered will be in full force and effect; (d) Each Seller Required Consent will have been obtained and be in full force and effect; (e) Each Buyer Required Consent will have been obtained and be in full force and effect; (f) No order or injunction will be in effect that prevents consummation of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement; (g) No Law prohibiting or rendering illegal the performance of this Agreement or the Closing shall have been, including all those forth in Section 3.2(bafter the date hereof, adopted, promulgated or issued or entered; (h) of [Intentionally Omitted]; (i) All Governmental Approvals required to consummate the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, transactions contemplated hereby shall have been obtained (including under Gaming Laws and the HSR Act), all such approvals shall remain in full force and effect, effect and any all statutory waiting period applicable to the consummation of the transactions contemplated hereby periods in respect thereof shall have expired or been terminated.expired; and (cj) No statuteAll right, rule, regulation, order, decree, proceeding or injunction title and interest in the Excluded Assets shall have been issued, enacted, entered, promulgated, initiated, proposed conveyed (which conveyance may be by way of dividend or enforced by other transfer without consideration) to a Governmental Authority that prohibits, restricts or makes illegal the consummation Person other than one of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendingCompanies. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Seller's obligation to effect consummate the transactions contemplated hereby in connection with the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser the representations and Seller pursuant to the HSR Act, if any, warranties set forth in Article IV shall have been made true and correct on the applicable waiting period date hereof and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case correct at and as of the Closing Date as if made on that date (except in any case that representations at and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified time (in either case, except to the extent expressly made as of an earlier date, in which case as of such date or timeas if made at and as of such date), except where any failures the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Purchaser (without giving effect to any limitation as to "material," "material adverse effect" or "Material Adverse Effect." set forth therein) has not resulted in a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby without material delay or diminution of the benefits hereunder; (eb) Purchaser Buyer shall have performed and complied with, with its covenants hereunder through the Closing in all material respects; (c) Seller shall have received the third-party consents set forth on Section 7.2(c) of the Disclosure Schedule; (i) all applicable waiting periods (and any extensions thereof) under any antitrust or non-competition law shall have expired or otherwise been terminated and Seller and Buyer shall have received all other authorizations, consents, clearances and approvals of Governmental Entities contemplated by Section 5.1(c) of the agreementsDisclosure Schedule to have been received on or prior to the Closing, covenants and obligations required (ii) Seller shall have received evidence of each of the foregoing reasonably satisfactory to it; (e) no material Decree or Litigation shall be pending which would be reasonably expected to (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 so performed or complied with by Purchaser at or before the Closing.rescinded following consummation thereof; (f) Seller with respect to each Credit Support Requirement, Buyer shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchasereither (i) effected replacement arrangements, in form and substance accordance with Section 5.11, reasonably satisfactory to Seller, or (ii) delivered to Seller the effect that indemnification by Buyer and/or the conditions specified Target Companies in Sections 6.2(d) and (e) have been fulfilled.favor of Seller in accordance with Section 5.11; and (g) Purchaser and the Escrow Agent each delivery contemplated by Section 2.5(b) to be delivered to Seller shall have made the deliveries required under Section 2.5been delivered.

Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver in writing by the Seller at or prior to the Closing Representative of the following conditionsconditions as of the Closing Date: (a) The notifications Receipt by the Sellers of Purchaser and Seller the Estimated Adjusted Purchase Price pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.Section 2.03; (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein in Article VI (other than those representations and warranties that address matters as to materiality or Purchaser Material Adverse Effect, as applicableof particular dates) shall be true and correct, in each case correct at and as of the Closing Date as if though then made on that and as though the Closing Date were substituted for the date (except in any case that of this Agreement throughout such representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time)warranties, except where any failures the failure of such representation and warranties to be so true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.; (c) Buyer shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (d) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (e) Purchaser No action or proceeding before any court or government body shall have performed and complied withbe pending wherein an unfavorable judgment, in all material respects, decree or order would prevent the agreements, covenants and obligations required by performance of this Agreement to be so performed or complied with by Purchaser at or before the Closing.consummation of any of the transactions contemplated hereby; (f) Seller Buyer shall have received made adequate provision for any Estimated Closing Indebtedness (based on the amount specified in the Pre-Closing Statement) to be paid at or immediately following the Closing pursuant to Section 2.03(e)); (g) Buyer shall have delivered to Seller Representative certified copies of the resolutions duly adopted by Buyer's board of directors (or its equivalent governing body) authorizing Buyer's execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (h) Buyer shall have delivered to Seller Representative (on behalf of Sellers) a certificate, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions specified in Sections 6.2(dsubsections (b), (c) and (e) of this Section 3.02 have been fulfilled.satisfied; and (gi) Purchaser and an opinion of Goodwin Procter LLP, counsel to Buyer, dated as of the Escrow Agent shall have made Closing Date, xxxxxxxg the deliveries required under Section 2.5matters set forth in Exhibit F hereto.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect take the actions required to be taken by him at the Closing are further is subject to the satisfaction or waiver, in whole or in part, in the sole discretion of Seller (but no such waiver by Seller will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing of the following conditionsClosing: (a) The notifications representations and warranties set forth in Article V of Purchaser this Agreement were true and Seller pursuant to the HSR Act, if any, shall have been correct when made and will be true and correct in all material respects as of the applicable waiting period Closing Date as though then made and any extensions thereof shall have expired or as though the Closing Date had been terminated.substituted for the date of this Agreement in such representations and warranties; (b) All other consents Buyer will have performed and approvals complied with each of its agreements contained in this Agreement in all material respects; (c) No Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; (d) Seller will have received evidence satisfactory to it that no Litigation is pending (i) challenging or seeking to prevent or delay consummation of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement and the Buyer Option Agreement, including all those forth in Section 3.2(b(ii) asserting the illegality of or seeking to render unenforceable any material provision of this Agreement, the Buyer Option Agreement or any of the Seller Disclosure Schedule Ancillary Agreements, (iii) seeking to prohibit direct or Section 4.2(c) indirect ownership, combination or operation by Buyer of any portion of the Purchaser Disclosure Schedulebusiness or assets of the Company, shall have been obtained and shall remain or to compel Buyer or any of its Subsidiaries or the Company to dispose of, or to hold separately, or to make any change in full force and effectany portion of the business or assets of Buyer or its Subsidiaries or of the Company, and any waiting period applicable to the consummation as a result of the transactions contemplated hereby shall have expired by this Agreement and the Buyer Option Agreement, or been terminated. incur any burden, (civ) No statuteseeking to require direct or indirect transfer or sale by Buyer of, ruleor to impose material limitations on the ability of Buyer to exercise full rights of ownership of, regulation, order, decree, proceeding any of the Shares or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed (v) imposing or enforced by a Governmental Authority that prohibits, restricts seeking to impose material damages or makes illegal the consummation sanctions directly arising out of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority Buyer Option Agreement on Buyer or the Company or any other Person seeking an injunction against the transactions contemplated by this Agreement of their respective officers or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.directors; (e) Purchaser shall Buyer will have performed delivered each of the certificates, instruments and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement other documents that it is obligated to be so performed or complied with by Purchaser at or before the Closing.deliver pursuant to Section 2.5(c)(ii); and (f) Seller shall will have received from counsel for Buyer a certificatewritten opinion, dated the Closing Date Date, addressed to Seller and duly executed by an authorized officer of Purchasersatisfactory to Seller’s counsel, in form set forth in Exhibit I. Upon Closing, any of the foregoing conditions that has not been satisfied shall be deemed irrevocably waived but shall not impact the enforceability of the representations and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledwarranties contained herein. . (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect consummate the transactions contemplated hereby on the Closing Date are further subject to the satisfaction or waiver by Seller at on or prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Sellers to the extent permitted by Applicable Law: (ai) The notifications representations and warranties of Purchaser Buyer set forth in this Agreement shall be true and Seller pursuant correct in all material respects (except that representations and warranties qualified by materiality shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) as of the Closing Date as though made on and as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) does not have and would not reasonably be expected to have a Material Adverse Effect on Buyer; (iii) Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer on or prior to the HSR Act, if any, Closing Date and (iv) Buyer shall have been made delivered to Sellers a certificate executed and authorized by an officer of Buyer to the applicable waiting period effect set forth in clauses (i), (ii) and any extensions thereof shall have expired or been terminated.(iii) above; (b) All other consents and approvals of No order, injunction or decree issued by any Governmental Authority required for of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending. No statute, rule, regulation, order, injunction or decree (other than any order, injunction or degree customarily imposed by the domiciliary regulators in connection with changes in control of insurance companies domiciled in AA-BIC’s state of domicile) shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (c) All approvals of Governmental Authorities, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of DOJ, FTC, RMA and TDI, required to consummate the Purchaser Disclosure Schedule, transactions contemplated hereby shall have been obtained and shall remain in full force and effect, effect and any all statutory waiting period applicable to the consummation of the transactions contemplated hereby periods in respect thereof shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.expired; (d) The representations and warranties made by Purchaser in this Agreement (without giving effect Buyer shall not have given to Sellers any limitation set forth therein as notice pursuant to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.Section 7.9; and (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent Buyer shall have made the deliveries required to be made by it under Section 2.53.3(c).

Conditions to Seller’s Obligations. The obligations obligation of Seller and Parent to effect consummate the Closing are further transactions contemplated hereby is subject to the satisfaction or waiver by Seller at or prior to the Closing Date of the following conditions: (a) The notifications of representations and warranties made by Purchaser and Seller pursuant to the HSR Act, if any, in Section 5.1 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as if originally made on and as of the applicable waiting period Closing Date, except as such representation and any extensions thereof shall have expired warranties may be affected by transactions or been terminatedevents expressly contemplated or permitted by this agreement. (b) All other consents and approvals obligations of any Governmental Authority required for Purchaser to be performed hereunder on or prior to the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, Closing Date shall have been obtained and shall remain duly performed in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminatedall material respects. (c) No statuteaction or proceeding before any court, rule, regulation, order, decree, proceeding government body or injunction other tribunal shall have been issued, enacted, entered, promulgated, initiated, proposed commenced or enforced threatened (by a Governmental Authority that prohibitsparty other than Seller and Parent) wherein an unfavorable judgment, restricts decree or makes illegal order would (i) prevent the consummation carrying out of this Agreement or any of the transactions contemplated hereby, (ii) declare unlawful any of the transactions contemplated by this Agreement or the Transaction Documents, or (iii) cause any of such transactions to be rescinded as reasonably determined by Purchaser and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendingPurchaser’s counsel. (d) The representations Approval Order shall have been entered by the Bankruptcy Court and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as the effectiveness of the Approval Order shall not have been modified, reversed, vacated, stayed, restrained or enjoined on the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse EffectDate. (e) Purchaser To the extent not addressed or covered by the Approval Order, Seller and Parent shall have performed received the consent of all third parties holding Encumbrances, Claims or interests against the Purchased Assets to the release of all such Encumbrances, Claims and complied with, interests in all material respects, the agreements, covenants Purchased Assets as required under 11 U.S.C. § 363(b) and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing(f). (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer Seller’s receipt of Purchaser, in form and substance reasonably satisfactory ’s closing deliveries pursuant to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledSection 4.4. (g) Purchaser Seller’s receipt of the Deposit and the Escrow Agent shall have made balance of the deliveries required under Purchase Price pursuant to Section 2.54.2. Each of the foregoing conditions is for the benefit of Seller and Parent, which may waive any of such conditions at, or prior to, the Closing.

Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of consummate the transactions contemplated by this Agreement or are subject to the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against satisfaction of the transactions contemplated by this Agreement or following conditions as of the Transaction Documents shall be pending.Closing Date: (da) The Each of the representations and warranties made by Purchaser of Buyer contained in this Agreement Article V, (without giving effect to any limitation set forth therein i) that is qualified as to or by materiality or Purchaser Material Adverse Effect, as applicable) Effect shall be true and correct, in each case at and correct as of the Closing Date as if made on that anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in any which case that representations and warranties that expressly speak as of a specified date such earlier date)), except to the extent of changes or time need only developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby and (ii) that is not qualified as to or by materiality or Material Adverse Effect shall be true and correct as of the Closing Date as if made anew as of such specified date or time(except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except where to the extent of changes or developments contemplated by the terms of this Agreement or caused by the transactions contemplated hereby and except for any failures failure of any such representation and warranty referred to in this clause (ii) to be true and correct would notthat has not had a Material Adverse Effect; provided, that the Buyer Fundamental Representations shall be true and correct in all respects; (b) Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) Buyer shall have delivered to Sellers a certificate of Buyer executed by a duly authorized officer of Buyer, dated the Closing Date, stating that the preconditions specified in Section 2.03(a) and Section 2.03(b) have been satisfied; (d) The External Manager shall have distributed to its members (including the Acquired Company) not later than one Business Day prior to the Closing all available cash of the External Manager (as reasonably determined by the External Manager after taking into account the other assets and liabilities of the External Manager) (which cash may, in the aggregatesole discretion of Sellers, have a Purchaser Material Adverse Effect.be distributed by the Acquired Company to Sellers at or prior to the Closing); and (e) Purchaser Buyer shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by paid an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, aggregate amount equal to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledPurchase Price to Sellers by wire transfer of immediately available funds. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller hereunder to effect consummate the Closing transactions contemplated hereby are further subject to the satisfaction or waiver by Seller at or prior to satisfaction, as of the Closing Closing, of each of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) : All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by of Purchaser contained in Section 6 of this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correctat, in each case at and as of of, the Closing Date as if made on that date (except in any case that representations all material respects unless otherwise disclosed in writing and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) approved by Seller. Purchaser shall have performed performed, observed and complied withwith all covenants, in all material respects, the agreements, covenants agreements and obligations conditions required by this Agreement to be so performed or performed, observed and complied with by Purchaser prior to, or as of, the Closing. Lender, CGMI and MI shall have consented to the transactions contemplated hereby, under the terms of the Loan, and Lender shall have agreed to release Seller from its obligations under the principal's agreement and the environmental indemnity agreement, each executed in connection with the Loan and dated as of August 10, 2004. MI shall have consented to the transfer and assignment of the Membership Interests by Seller to Purchaser (or any assignee of Purchaser permitted hereunder). CGMI shall have consented to the transfer and assignment of the Membership Interests by Seller to Purchaser (or any assignee of Purchaser permitted hereunder). If and to the extent required pursuant to the terms of the Hotel Operating Agreement, R-C shall have consented to the transfer and assignment of the Membership Interests by Seller to Purchaser (or any assignee of Purchaser permitted hereunder). If any of such conditions are not satisfied by Closing, then Seller may, at Seller's sole option, either (i) waive any of the conditions precedent to performance of its obligations hereunder contained in this Section 10 by giving written notice to Purchaser of its election to waive any such condition precedent at any time on or before the Closing. Closing Date, or (ii) terminate this Agreement, in which event, subject to the last sentence of this Section 10, the Deposit, if any, shall be promptly refunded to Purchaser. Notwithstanding the foregoing, if both (x) Purchaser has previously extended the date of the Closing to an Extended Closing Date pursuant to Section 11 below and delivered the Deposit, and (y) Seller elects to terminate this Agreement pursuant to clause (ii) above solely as a result of the failure of one or more of the conditions listed in Sections 10(c), (d), (e) or (f) Seller above, then the Deposit shall have received a certificate, dated be forfeited by Purchaser and delivered by the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory escrow agent to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect at the ----------------------------------- Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (ai) The notifications all representations and warranties of Purchaser contained in this Agreement and Seller any agreement or instrument delivered by Purchaser pursuant hereto shall be true and correct in all material respects, except to the HSR Actextent waived in writing by Seller; (ii) Purchaser shall have performed all covenants required by this Agreement, if anyor by any agreement, instrument or certificate delivered by Purchaser pursuant hereto, to be performed by it at or prior to the Closing; (iii) Purchaser shall have delivered to Seller all agreements, instruments, certificates and documents required to be so delivered under this Agreement or such other agreements or instruments, including without limitation those listed in Section 10(c); (iv) any applicable waiting periods or extensions thereof under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, shall have been made and the applicable waiting period and any extensions thereof expired; (v) no injunction or order shall have expired been issued restraining or been terminated. (b) All other consents and approvals of prohibiting, nor shall there be any Governmental Authority required for the consummation of the transactions law or decision which would render Seller unable to consummate, or which would bar or substantially delay, any transaction contemplated by this Agreement, including all those forth in Section 3.2(b) ; nor shall any governmental agency have filed an action or threatened to file an action seeking any of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.foregoing; (cvi) No statuteall governmental approval, rule, regulation, order, decree, proceeding decision or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of permit required to complete the transactions contemplated by this Agreement or shall have been obtained; and (vii) If Seller is entitled to receive Shares under the Transaction DocumentsEscrow Agreement, there shall not have occurred a material adverse change in the financial condition of Purchaser after the date of its most recent publicly available financial statements, and no proceeding initiated by any Governmental Authority Purchaser's independent accountants shall not have qualified their opinion to Purchaser's audited financial statements on a "scope of audit" or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending"going concern" basis. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect close ---------------------------------- is, at the Closing are further option of Seller to waive any or all requirements, subject to the satisfaction or waiver by Seller at or prior to the Closing each of the following conditionsconditions set forth below: (a) The notifications representations and warranties made by Buyer in this Agreement shall be true and accurate in all material respects on and as of Purchaser the Closing with the same effect as though such representations and Seller pursuant warranties had been given on and as of the Closing. Buyer shall also have performed or complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedClosing. (b) All Seller shall have received the payment of the Purchase Price set forth in the Preliminary Settlement Statement, and Buyer shall have wired full payment of the Purchase Price as adjusted herein, less the deposit in Section 2.5 made by Buyer, in immediately available same day funds for credit to Seller's account, pursuant to the wire transfer instructions provided by Seller to Buyer immediately prior to Closing. (c) Seller shall have received from corporate counsel for Buyer a written opinion dated as of the Closing, addressed to Seller and satisfactory in form and substance to counsel for Seller that: (i) Buyer is a corporation duly organized, existing in good standing under the laws of Colorado and has the legal authority to carry on its business in that state and as a foreign corporation in the States of Montana and North Dakota. (ii) Buyer has the power and authority to enter into and to perform this Agreement, such other consents agreements and all documents and actions required by it hereunder and that all corporate proceedings, including any and all necessary stockholder approvals and/or Board approvals, necessary for the execution and performance of this Agreement and the assignments and bills of sale, deeds, and other agreements have occurred; and that this Agreement, and other agreements when duly executed and delivered shall constitute the valid and binding obligations of the Buyer enforceable in accordance with their terms. (iii) The making and performance of this Agreement by Buyer does not violate any provision of any Governmental Authority required federal, state or local laws known to counsel for Buyer or to Buyer's Articles of Incorporation or Bylaws. (iv) No actions, suits, or proceedings are pending or, to the best of counsel's knowledge, are threatened against Buyer which, if adversely resolved, would materially affect Buyer's abilities to consummate this Agreement. In rendering such opinions, counsel may rely on the opinions of local counsel and certificates of officers of Buyer and of public officials. (d) All agreements, documents, and instruments contemplated under this Agreement to be executed by Buyer shall have been duly executed by Buyer and be ready for delivery concurrently with the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser Buyer and Seller shall have performed received a favorable ruling respecting the HSR filing without any significant adverse conditions relating to the purchase and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closingsale contemplated hereby. (f) Seller Buyer shall have received a certificate, dated executed the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledAutomated Monitoring Agreement attached hereto as EXHIBIT "D". (g) Purchaser and the Escrow Agent Buyer shall have made received the deliveries required under non-foreign affidavit in the form set forth on EXHIBIT "E". (h) Buyer shall have executed the Accounting Services Agreement attached hereto as EXHIBIT "I". (i) Buyer shall have executed the various property Agreements attached hereto as EXHIBITS "F", "G" and "H" described in Section 2.57.11.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing under this Agreement are further subject to the satisfaction or waiver by Seller at or fulfillment, prior to or at the Closing Closing, of each of the following conditions:conditions failing any of which the Seller may in its sole discretion terminate this Agreement without incurring any liability whatsoever to any Person thereby (provided that all or any of which may be waived in whole or in part by Seller): (a) The notifications the representations and warranties of Purchaser and Seller pursuant to the HSR Act, if any, Buyer contained herein shall have been true and correct in all material respects when made and the applicable waiting period and any extensions thereof shall have expired and, except as otherwise provided or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated permitted herein or except as consented to by this Agreement, including all those forth Seller in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedulewriting, shall have been obtained and shall remain in full force and effect, and any waiting period applicable continue to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, correct in each case at all material respects on and as of the Closing Date with the same effect as if though made on that date (except in any case that representations at the Closing and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser Buyer shall have performed and complied with, in all material respects, the all agreements, covenants obligations and obligations conditions required by this Agreement to be so performed or complied with by Purchaser it prior to or at or before the Closing.; (fb) Seller Buyer shall have received delivered to Seller (i) a certificate, dated the Closing Date and duly executed by an authorized officer the President or a Vice President of PurchaserVektek, (ii) a certificate, dated the Closing Date and executed by Waddell, and (iii) a certificate, dated the Closing Date anx xxxxxted by Swint, certifying to the fulfillment of the conditions set xxxxx in Section 7.2(a); (c) Seller shall have received executed counterparts of the consents listed in Schedule 7.9, all of which consents shall be in form and substance reasonably satisfactory to Seller; (d) Buyer shall have delivered to Seller copies of all resolutions of Buyer's Board of Directors relating to this Agreement and the transactions contemplated hereby, certified by the Secretary (or an Assistant Secretary) of Buyer as being in full force and effect on the Closing Date. Buyer shall have also delivered to Seller a certificate, dated the Closing Date and executed by the Secretary (or an Assistant Secretary) of Buyer, certifying the titles, names and true signatures of each of the officers of Buyer executing this Agreement and the other agreements, documents and instruments executed and delivered by Buyer at or prior to the effect that Closing in connection with this Agreement or the conditions specified in Sections 6.2(d) and Transactions contemplated hereby; (e) have been fulfilled.no provision of any applicable law or regulation and no judgment, injunction, order or decree of any court or other Governmental Authority shall prohibit the consummation of the Closing; and (gf) Purchaser and the Escrow Agent Seller shall have made the deliveries required under received, properly executed, all Closing Deliveries of Buyer referenced in Section 2.53.2 of this Agreement.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect close the Closing are further transaction and deliver the documents and instruments required hereunder shall be subject to the satisfaction or waiver by Seller at or prior to the Closing in full of the following conditionsconditions (“Seller’s Conditions”) on or before the Closing Date: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and performed on or before the applicable waiting period and any extensions thereof shall have expired Closing Date the obligations required to be performed by it on or been terminatedbefore the Closing Date. (b) All other consents The Purchaser shall have completed all the deliveries and approvals of any Governmental Authority actions required for to be made by the consummation of the transactions contemplated by Company under Section 7.02 and elsewhere in this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction There shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation be no material breach of any of the transactions contemplated by Purchaser’s representations, warranties and covenants set forth in this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendingAgreement. (d) The representations There shall not then be any pending or, to the knowledge of the Purchaser, threatened litigation against the Seller or the Company which, if determined adversely, would restrain the consummation of any of the transactions referred to herein, or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser herein. Seller’s Conditions are solely for the benefit of Seller and warranties made may be waived only by Purchaser Seller. Any such waiver or waivers shall be in writing and shall be delivered to the Company. If any of Seller’s Conditions is not satisfied or has not been so waived by notice to the Company prior to the Closing Date, Seller shall give written notice to the Company describing the condition or conditions that have not been satisfied or waived and either Seller or the Company by notice to the other party shall be entitled to postpone the Closing Date by up to thirty (30) days in the aggregate for the purpose of attempting to satisfy such condition or conditions by delivering written notice on or before the then scheduled Closing Date. Nothing contained in this Agreement (without giving effect shall require the Company or Seller to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of postpone the Closing Date as if made on that date (except in or to bring any case that representations and warranties that expressly speak as of a specified date suit or time need only be true and correct as of such specified date or time)other proceeding or, except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations as otherwise expressly required by this Agreement Agreement, to be so performed or complied with by Purchaser at or before the pay any substantial sum, to satisfy any conditions to Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Seller's obligations of Seller to effect the Closing are further purchase and assumption transaction contemplated by this Agreement will be subject to the satisfaction (or waiver by Seller at or Seller) prior to or on the Closing Date of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser Buyer in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be are true and correct, in each case at all material respects on and as of the Closing Date with the same effect as if made on that date (except in any case that though such representations and warranties that expressly speak as had been made or given on the Closing Date; (b) Buyer has performed and complied in all material respects with all of a specified date its obligations and agreements required to be performed prior to the Closing Date under this Agreement; (c) Buyer has not terminated this Agreement pursuant to Section 5.08; (d) No temporary restraining order, preliminary or time need only be true permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the purchase and correct as assumption transaction contemplated by this Agreement is in effect and no proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing is pending. There has not been any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.transaction illegal; (e) Purchaser shall have performed All necessary regulatory approvals, consents, authorizations and complied with, in all material respects, other approvals required by law for consummation of the agreements, covenants purchase and obligations required assumption transaction contemplated by this Agreement have been obtained in a manner and form reasonably satisfactory to be so performed or complied with Seller, and all waiting periods required by Purchaser at or before the Closing.law have expired; and (f) Seller shall have has received a certificate, dated all documents required to be received from Buyer on or prior to the Closing Date and duly executed by an authorized officer of PurchaserDate, all in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The In addition to the conditions set forth in Section 8.3, the obligations of Seller Sellers to effect the Closing are further shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Sellers: (a) The notifications representations and warranties of Purchaser Buyer set forth in this Agreement shall be true and Seller pursuant to correct in all material respects as of the HSR Actdate of this Agreement and as of the Closing Date as though made on and as of the Closing Date, if any, shall have been made except that any such representation and the applicable waiting warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period; provided, however, that with respect to any extensions representation or warranty or portion thereof that is qualified by Material Adverse Effect, materiality or similar qualifier, such representation or warranty or portion thereof shall have expired or been terminated.be true and correct in all respects; (b) All other consents Buyer shall have performed and approvals complied with in all material respects all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date; (c) Buyer shall have caused to be delivered to Sellers a certificate executed by a duly authorized officer of any Governmental Authority required for Buyer certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) Buyer shall deliver to Sellers resolutions of the board of directors of Buyer, certified by the Secretary or Assistant Secretary of Buyer, approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(bhereby; (e) Buyer shall deliver a certificate of the Seller Disclosure Schedule Secretary or Section 4.2(c) Assistant Secretary of Buyer as to the incumbency of the Purchaser Disclosure Scheduleofficer executing this Agreement on behalf of Buyer and the genuineness of such officer’s signature; (f) There shall not have occurred since the date hereof a Material Adverse Effect with respect to Buyer, which for purposes of this Section 8.2(f) may result from, among other things, (i) changes in law in the United States or any Governmental Authority’s policy or regulations in the United States and (ii) conditions, events or circumstances generally affecting the oil and gas industry, relevant securities markets or the overall economy in the United States; (g) All authorizations, filings, notifications, consents, orders and approvals set forth on Schedule 4.4 shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby ; (h) Sellers shall have expired or been terminated.received the Mutual Release from Buyer; (ci) No statute, rule, regulation, order, decree, proceeding or injunction The letters of credit and related guarantees listed on Schedule 8.2(i) shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced replaced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.Buyer; (dj) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein All filings, notifications, authorizations, consents, orders or approvals as to materiality or Purchaser Material Adverse Effectrequired under applicable Argentine competition/anti-trust laws shall, as applicable) , have been made or obtained, and shall be true in full force and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.effect; (ek) Purchaser Buyer shall have performed executed and complied with, in all material respects, delivered the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.Escrow Agreement; (fl) Seller Buyer shall have received a certificate, dated executed and delivered the Closing Date and duly executed by an authorized officer Investor Rights Agreement; and (m) The shares of Purchaser, in form and substance reasonably satisfactory to Seller, to Buyer Common Stock comprising the effect that the conditions specified in Sections 6.2(d) and (e) Stock Consideration shall have been fulfilledapproved for listing upon notice of issuance on the American Stock Exchange. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Seller shall pursue the completion of each of the following conditions in good faith. Seller’s obligations of Seller to effect the Closing are further subject under this Agreement (except those that necessarily occur prior to the Condition Satisfaction Date, including but not limited to Section 7(o)(i)) are conditioned on the completion of the following conditions to Seller’s reasonable satisfaction or waiver thereof by Seller at on or before the Condition Satisfaction Date: i. Completion of a physical inspection of the Premises including, if applicable, geotechnical work, and real estate due diligence to confirm the suitability of the Premises for the System; ii. Seller has obtained financing for the System on terms and conditions deemed satisfactory by Seller, in its sole discretion or has commenced construction of the System without construction financing; iii. Approval of (A) this Agreement and (B) the construction agreement to build and commission the System by Seller’s Financing Parties, but only if construction of the System has not been commenced by Seller without construction financing, and then only if and to the extent such Financing Parties have been identified by Seller and communicated to Purchaser prior to the Closing commencement of construction of the following conditions: (a) The notifications of Purchaser and Seller pursuant System by Seller; Exhibit 1 will be revised to show any such Financing Parties prior to the HSR ActCondition Satisfaction Date; iv. Confirmation that Seller will obtain all applicable Tax Credits; v. Receipt of all necessary zoning, if anyland use and building permits; and vi. Execution of all necessary and reasonable agreements with the Utility for interconnection of the System to the Utility’s electric distribution system; which, for clarity, shall have been made include the specifications, costs, schedule and responsible party (either Seller or Utility) of any required Utility system upgrades necessary to interconnect the applicable waiting period System and any extensions thereof shall have expired deposit or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations security required by this Agreement to be so performed or complied the Utility in connection with by Purchaser at or before the Closingsuch upgrades. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Seller’s obligations to proceed with the sale of Seller to effect the Closing Property under this Contract are further subject to the satisfaction of each of the following conditions (any of which may be waived in whole or waiver in part in writing by Seller at or prior to the Closing of Date for the following conditions:Property): (a) The notifications Conditions in this Contract for the benefit of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired satisfied or been terminated.waived in writing by Seller; and (b) All other consents representations, warranties, and approvals covenants of any Governmental Authority required for Buyer in this Contract are true and accurate and free of violation to the consummation of the transactions contemplated by this Agreement, including all those forth extent such matters remain conditions to Closing as provided in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.7.2 above; and (c) No statuteBuyer will have deposited the Purchase Price in escrow with Escrow Holder, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by less a Governmental Authority that prohibits, restricts or makes illegal credit for the consummation balance owed on any Loan as of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.Closing; and (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality Buyer shall have delivered or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures caused to be true delivered to the Title Company the documents and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.instruments required herein to be delivered by Buyer at Closing; and (e) Purchaser Buyer and Seller shall have performed and complied with, in all material respects, terminated the agreements, covenants and obligations required by this Agreement Scrub Oak Master Lease with respect to be so performed or complied with by Purchaser at or before the Closing.Scrub Oak Property pursuant to the Lease Termination Agreement; and (f) Buyer shall execute and deliver to Seller and Title Company an Agreement to Reconvey Trust Deeds in the form of Exhibit 9 to this Contract, and shall have received a certificateexecute, dated the Closing Date and duly executed by acknowledge and deliver to Seller an authorized officer Assignment of PurchaserTrust Deed (Without Warranty), pursuant to such Agreement to Reconvey Trust Deeds, in the form of Exhibit 10 attached hereto for each of those certain Trust Deeds identified on Schedule B – Section 2 of the Title Commitment as Exception Nos. 14, 19, and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.26; (g) Purchaser Buyer shall execute, acknowledge, and deliver to Buyer an Agreement to Reconvey Trust Deeds in the Escrow Agent form of Exhibit 9 attached hereto and (h) Contemporaneously with the Closing, Buyer and Aspen shall have made closed the deliveries required under Section 2.5sale by Aspen Country to Buyer of the Aspen Properties pursuant to the terms of the Aspen Contract.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller to effect the Closing are further transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Seller at or Seller) prior to or on the Closing Date of the following conditions: (a) The notifications All of Purchaser the representations and Seller pursuant warranties of Buyer set forth in this Agreement shall (i) if qualified by materiality, be true and correct in all respects or (ii) if not qualified by materiality, be true and correct in all material respects, in each case, as if all of such representations and warranties were made at the Closing Date (provided, however, that to the HSR Actextent such representations and warranties expressly relate to an earlier date, if anysuch representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall have been made be true and the applicable waiting period correct in all material respects, on and any extensions thereof shall have expired or been terminated.as of such earlier date); (b) All other consents Buyer shall have performed and approvals complied in all material respects with all of any Governmental Authority its obligations and agreements hereunder required for to be performed prior to the consummation of the transactions contemplated by Closing Date under this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.; (c) No statute, rule, regulation, temporary restraining order, decree, proceeding preliminary or permanent injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced other Order issued by a Governmental Authority that prohibits, restricts any court of competent jurisdiction or makes illegal other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement or the Transaction Documentsshall be in effect, and no nor shall any proceeding initiated by any bank regulatory authority or other Governmental Authority Entity seeking any of the foregoing be pending. There shall not be any action taken, or any other Person seeking an injunction against statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement or which makes the Transaction Documents shall be pending.consummation of such transactions illegal; (d) The representations All necessary Regulatory Approvals, Consents, authorizations and warranties made other approvals required for consummation of the transactions contemplated by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effectshall have been obtained, as applicable) and all waiting periods required by law shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.expired; and (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated all documents required to be received from Buyer on or prior to the Closing Date and duly executed by an authorized officer of PurchaserDate, all in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Seller's obligation hereunder ---------------------------------- to effect sell the Closing are further Assets is subject to the satisfaction satisfaction, on or waiver by Seller at or prior to before the Closing Date, of the following conditions, any of which may be waived, in whole or in part, by Seller in its sole discretion, and Purchaser shall use its best efforts to cause such conditions to be fulfilled: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, No action or proceeding before any court or other governmental body shall have been made and instituted or threatened to restrain, prohibit or invalidate the applicable waiting period and any extensions thereof shall have expired or been terminatedtransactions contemplated by this Agreement. (b) All corporate and other consents and approvals of any Governmental Authority proceedings taken or required for the consummation of the transactions contemplated to be taken by this Agreement, including all those forth Purchaser in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of connection with the transactions contemplated hereby and all documents incident thereto shall have expired or been terminatedtaken and shall be satisfactory in form and substance to Seller. (c) No statute, rule, regulation, order, decree, proceeding or injunction Purchaser shall have been issuedduly obtained all authorizations, enactedconsents, enteredrulings, promulgatedapprovals, initiatedlicenses, proposed franchises, permits and certificates, or enforced exemptions therefrom, by a Governmental Authority that prohibitsor of all governmental authorities and non- governmental administrative or regulatory agencies having jurisdiction over the parties hereto, restricts this Agreement, the Assets, or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendinghereby. (d) The Purchaser shall have delivered to Seller such consents, agreements, schedules, documents and exhibits required by this Agreement to be delivered or reasonably requested by the Seller at or before Closing. (e) All representations and warranties made by of Purchaser and Xxxx Xxxxxx contained in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and correct as of the Closing Date as if made on that date (except in any case that though such representations and warranties that expressly speak as of a specified date or time need only be true and correct were made as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectdate. (ef) Purchaser shall have performed and complied with, in with all material respects, the agreements, covenants agreements and obligations conditions required by this Agreement to be so performed or complied with by Purchaser it prior to or at or before the Closing. (fg) Seller The Purchase Price due hereunder shall have received a certificate, dated the Closing Date and duly executed been fully paid by an authorized officer of Purchaser, in form and substance reasonably satisfactory Purchaser pursuant to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledSection 1.3 hereof. (gh) The Purchaser shall pay a six percent revenue-based royalty of (the "Royalty"), in a pro rata amount in accordance with stockholders equity percentage interest in the Seller, of the amount of all gross revenues, less returns and discounts, generated by the Purchaser from the commercial exploitation of all assets (including, but not limited to, intellectual property, licenses, patents, patent applications, copyrights or the like) acquired by the Purchaser from the Seller, during the sixty (60) month period immediately following the Closing Date. Computation and payment of the Royalty shall be made quarterly and the Escrow Agent cumulative total of all Royalty payments made pursuant to the Royalty shall have made not exceed the deliveries required under Section 2.5maximum total of $8,500,000.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller to effect the Closing are further purchase and assumption transaction contemplated by this Agreement shall be subject to the satisfaction (or waiver by Seller at or Seller) prior to or on the Closing Date of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser Buyer in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, correct in each case at all material respects on and as of the Closing Date with the same effect as if made on that date (except in any case that though such representations and warranties that expressly speak as of a specified date had been made or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in given on the aggregate, have a Purchaser Material Adverse Effect.Closing Date; (eb) Purchaser Buyer shall have performed and complied with, in all material respects, the agreementsrespects with all of its obligations, covenants and obligations agreements required to be performed prior to the Closing Date under this Agreement; (c) Buyer shall have delivered to Seller a certificate of its President or any Executive Vice President, dated as of the Closing Date, stating that the conditions specified in Sections 7.02(a) and 7.02(b) have been satisfied; (d) No Order issued by any Governmental Body or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect nor shall any Proceeding by any Regulatory Authority or other Governmental Body seeking any of the foregoing be pending. There shall not be any Proceeding initiated, or any Law or Order enacted, entered, enforced or deemed applicable to be so performed or complied with the purchase and assumption transaction contemplated by Purchaser at or before this Agreement which makes the Closing.consummation of such transaction illegal; (e) All necessary Consents by Regulatory Authorities, Consents, authorizations and other approvals required by Law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Seller, and all waiting periods required by Law shall have expired; and (f) Seller shall have received a certificate, dated all documents required to be received from Buyer on or prior to the Closing Date and duly executed by an authorized officer of PurchaserDate, all in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledincluding those contemplated by Section 2.07. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller to effect perform the Transaction contemplated to be performed on or before the Closing Date are further subject to the satisfaction satisfaction, or written waiver by Seller at or prior to the Closing Seller, of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (bi) All other consents and approvals of any Governmental Authority required for the consummation all of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser of Buyer and Parent in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, must have been accurate in each case at and all material respects as of the Closing Date date hereof and must be accurate in all material respects as if made on that date the Closing Date, (except in any case that representations ii) Buyer and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall Parent must have performed and complied with, in with all material respects, the agreements, of their covenants and obligations required by agreements in this Agreement to be so performed prior to or complied with by Purchaser at or before the Closing. Closing and (fiii) Buyer must deliver to Seller shall have received at the Closing a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that confirming satisfaction of the conditions specified in Sections 6.2(dclauses (i) and (ii) above; (b) each of the following documents must have been delivered to Seller: (i) the Escrow Agreement, executed by Buyer and the Escrow Agent; (ii) the Lock-up Agreement; (iii) the Services Agreement; and (iv) the Registration Rights Agreement. (c) Seller will have obtained evidence of Buyer’s available funds for the payment of the First Tranche; (d) The sale of the Interests by Seller to Buyer will not violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof; (e) There must not be any Proceeding pending or threatened against Buyer or Seller or any of their respective Affiliates that (i) challenges or seeks damages or other relief in connection with the Transaction or (ii) may have the effect of preventing, delaying, making illegal or interfering the Transaction; (f) The performance of the Transaction must not, directly or indirectly, with or without notice or lapse of time, violate any Law that has been fulfilled.adopted or issued, or has otherwise become effective, since the date hereof; (g) Purchaser and Buyer will have provided written confirmation of irrevocable wiring instructions to transfer to Seller funds held by Buyer or Parent in an account in Italy for the Escrow Agent payment of the First Tranche in accordance with this Agreement; and (h) Seller shall have made received (i) the deliveries required under Section 2.5Securities Consideration (other than shares of the Escrowed Stock) registered in the name of Seller, together with a letter from Parent regarding issuance of the Securities Consideration in form and substance in line with market practice and reasonably satisfactory to Seller where the Parent acknowledges that the issuance of the shares is done in connection with the Purchase Price due by Buyer and pursuant to article 1180 of Italian Civil Code, and (ii) the First Tranche from TransEnterix Surgical, Inc. with a letter from Parent in form and substance in line with market practice and reasonably satisfactory to Seller where Parent acknowledges that the payment of the First Tranche is done in connection with the Purchase Price due by Buyer and pursuant to article 1180 of Italian Civil Code.

Conditions to Seller’s Obligations. The Close of Escrow and Seller's obligations of Seller to effect consummate the Closing transaction contemplated by this Agreement are further subject to the satisfaction of the following conditions for Seller's benefit (or Seller's waiver by thereof, it being agreed that Seller at may waive any or all of such conditions) on or prior to the Closing Date or the dates designated below for the satisfaction of the following such conditions: (a) The notifications All of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The Buyer's representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) contained herein shall be true and correct, correct in each case at all material respects as of the date of this Agreement and as of the Closing Date subject to any qualifications made to any of Buyer's representations as if made on that date provided in Section 12 hereof ; (except in any case that representations b) As of the Closing Date, Buyer has performed its obligations hereunder and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures all deliveries to be true made at Close of Escrow by Buyer shall have been tendered including, without limitation, the deposit with Escrow Holder of the amounts set forth in Section 6.2(a) hereof; (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Buyer that would materially and correct would notadversely affect Buyer's ability to perform its obligations under this Agreement; (d) There shall exist no pending or threatened action, in suit or proceeding with respect to Buyer before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the aggregate, have a Purchaser Material Adverse Effect.consummation of the transaction contemplated hereby; (e) Purchaser Seller shall have performed received all consents and complied with, in assignments and approvals from all material respects, the agreementsparties from whom such consents to assignments or approvals are needed under all contracts, covenants and obligations required by this Agreement other agreements relating to be so performed or complied with by Purchaser at or before the Closing.Property; (f) Seller shall have received a certificatefull general release signed by the brokers, dated the Closing Date and duly executed by an authorized officer of Purchaserif any, referred to in Section 14 hereof, which shall be in form and substance reasonably satisfactory acceptable to Seller, to and shall release Seller from all costs, obligations, liabilities, commissions, fees, and claims arising from the effect that transaction contemplated by this Agreement upon payment of the conditions specified in Sections 6.2(d) and (e) have been fulfilled.agreed upon commissions; (g) Purchaser and the Escrow Agent Seller shall have made received a full and complete release from Aberthaw Construction Company, Inc. with respect to the deliveries required under Section 2.5Construction Contract (other than with respect to the payment of the Warranty Work); and (h) The sale of the property commonly known as 00 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx to 00 Xxxxxxx Xxxxxx, LLC shall occur simultaneously with the sale of the Property to Buyer; provided, however that if such condition is not satisfied or waived by Seller, this Agreement shall terminate, the Deposit shall be immediately refunded to Buyer, Buyer shall immediately return all Property Information to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect close the Closing are further Escrow shall be subject to the satisfaction or Notice of its waiver (delivered to Purchaser and Escrow Holder), in whole or in part, by Seller at or prior to the Closing Sellers of each of the following conditionsconditions precedent: (a) The notifications Except by reason of Purchaser a default by Sellers, Escrow Holder is in a position to and Seller will deliver to Sellers the instruments and funds accruing to Sellers pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.provisions of this Agreement; (b) All other consents and approvals There is no existing uncured material breach of any Governmental Authority required for the consummation of the transactions contemplated by this Agreementcovenants, including all those representations, warranties or obligations of Purchaser set forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have this Agreement that has not been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.waived by Seller; (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have The IPO Condition has been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending.satisfied; and (d) With respect to each Property, Seller has been released from all obligations under the Franchise Agreement by the franchisor thereunder, provided, Seller covenants to take all steps reasonably required by the franchisor for such release and, to the extent this condition fails due to Seller’s failure to execute and deliver franchisors’ customary termination agreements (which may include, but not be limited to, a general release of the applicable franchisor by the applicable Seller) and perform customary obligations thereunder (which may include, but not be limited, paying any fees accrued under the franchise agreements through the date of closing), Seller shall be deemed to be in default under this Agreement, unless Seller otherwise waives this condition. The representations and warranties made by Purchaser foregoing conditions contained in this Agreement (without giving effect Section 8.1 are intended solely for the benefit of Sellers. Sellers shall at all times have the right to waive any limitation set forth therein as condition precedent, provided that such waiver is in writing and delivered to materiality or Purchaser Material Adverse Effectand Escrow Holder. In the event that the IPO Condition has not been fully satisfied and Close of Escrow has not occurred by March 31, as applicable) 2010, Seller shall be true and correcthave the right, in each case its sole discretion, to terminate this Agreement by written notice to Purchaser at any time. If Sellers elect to terminate this Agreement as a result of Purchaser’s failure to satisfy the IPO Condition, Purchaser shall reimburse Sellers for all reasonable out-of-pocket costs and as expenses, including reasonable legal fees, incurred by Sellers in connection with the negotiation of, and the performance of the Closing Date as if made on that date Sellers’ obligations under, this Agreement in an aggregate amount not to exceed Seventy Five Thousand Dollars (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not$75,000) and, in the aggregateevent of any such termination, have the Xxxxxxx Money Deposit shall be delivered to Purchaser. Notwithstanding any provision herein to the contrary, in the event that Close of Escrow has not occurred by June 30, 2010, then either party, other than a Purchaser Material Adverse Effect. (e) party in default of its obligations hereunder, may elect to terminate this Agreement by giving notice thereof to the other, whereupon Purchaser shall have performed reimburse Sellers for all reasonable out-of-pocket costs and complied withexpenses, including reasonable legal fees, incurred by Sellers in all material respectsconnection with the negotiation of, and the agreementsperformance of Sellers’ obligations under, covenants and obligations required by this Agreement in an aggregate amount not to be so performed or complied with by Purchaser at or before the Closing. exceed Seventy Five Thousand Dollars (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d$75,000) and (e) have been fulfilledthe Xxxxxxx Money Deposit shall be delivered to Purchaser. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller at or prior to the Closing fulfillment of the following conditionsconditions as of the Closing Date to Seller's satisfaction in its sole discretion: (a) The notifications representations and warranties set forth in Article VI shall be true and correct in all material respects at and as of Purchaser the Closing Date; (b) Buyer shall have performed and Seller pursuant complied in all material respects with all of the covenants and agreements required to be performed by it under this Agreement on or prior to the HSR Act, if any, shall have been made and the Closing; (c) All applicable waiting period and any extensions thereof periods under the HSR Act shall have expired or been terminated.; (d) Buyer shall have duly authorized, executed and delivered to Seller the Supply Agreement; (e) On or prior to the Closing Date, Buyer shall have delivered to the Seller a certificate from Buyer, in form and substance satisfactory to Seller, dated the Closing Date, stating that the preconditions specified in Section 2.2(b) and Sections 3.2(a), (b) All other consents and approvals (c) have been satisfied; (f) Buyer shall deliver to Seller the Purchase Price as set forth in Section 2.2(b); (g) No action, suit or proceeding shall be pending before any court or quasi-judicial or administrative agency of any Governmental Authority required for federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the consummation performance of this Agreement or any of the transactions contemplated by this Agreementhereby, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of declare unlawful the transactions contemplated by this Agreement or the Transaction Documentscause such transactions to be rescinded, and no proceeding initiated judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; and (h) All proceedings to be taken by any Governmental Authority Buyer in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, instruments and other documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by Seller shall be reasonably satisfactory in form and substance to Seller. Any condition specified in this Section 3.2 may be waived by the Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing executed by Seller or any other Person seeking an injunction against unless Seller agrees in writing to consummate the transactions contemplated by this Agreement or without the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as fulfillment of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectcondition. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The respective obligations of Seller Sellers to effect consummate the Closing closing of the transaction contemplated in this Agreement are further subject to the satisfaction or waiver by Seller satisfaction, at or prior to before the Closing Closing, of the following conditionsconditions set forth in this Section 6.2: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the any applicable waiting period and any extensions thereof under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated., and all other material filings, notifications, authorizations, approvals, consents, Permits, waivers and other approvals that are required in connection with the consummation of the transactions contemplated by this Agreement shall have been made with or obtained from all applicable Governmental Authorities; (b) All other consents and approvals no Law or Order (including any temporary, preliminary or permanent injunction or order of any Governmental Authority required for Authority) shall be in effect that prohibits the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.; (c) No statute, rule, regulation, order, decree, proceeding or injunction (i) the representations and warranties of Buyer contained in this Agreement that are not qualified by materiality shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation true and correct in all material respects as of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at date hereof and as of the Closing Date as if though then made on that date (except in any case that and the representations and warranties of Buyer contained in this Agreement that expressly speak as of a specified date or time need only be are qualified by materiality shall have been true and correct as of such specified the date or time), except where any failures to be true hereof and correct would not, in as of the aggregate, have a Purchaser Material Adverse Effect. Closing as though then made; (eii) Purchaser Buyer shall have performed and complied with, or caused to have been performed in all material respects, respects all of the agreements, covenants and obligations agreements required by this Agreement to be so performed or complied with by Purchaser Buyer at or before prior to the Closing.; and (iii) Buyer shall have executed and delivered to Sellers and Beneficial Sellers a certificate stating that each of the conditions specified in clauses (i) and (ii) is satisfied; (d) Buyer shall have (i) delivered to Sellers’ Account the Closing Date Payment in accordance with Section 2.4.1; and (ii) deposited the Escrowed Funds in escrow pursuant to Sections 2.4.1 and 2.7 hereof; (e) Buyer shall have satisfied the Repaid Closing Indebtedness in accordance with Section 2.4.2; (f) Each applicable Seller that has contributed any Rollover Shares shall have received a certificatefrom the Rollover Buyer, to the extent of such contribution, an equivalent value of shares of capital stock of the Rollover Buyer in accordance with the Participation Agreements; (g) Sellers’ Representative on behalf of Sellers and Beneficial Sellers shall have received the written opinion of Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP as counsel to Buyer, dated as of the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.’ Representative; and (gh) Purchaser and Sellers, through Sellers’ Representative, shall have received each other document required to be delivered to Sellers pursuant to this Agreement, including the Escrow Agent Agreement. Any agreement or document to be delivered to Sellers or Beneficial Sellers pursuant to this Section 6.2, the form of which is not attached to this Agreement as an exhibit, shall have made the deliveries required under Section 2.5be in form and substance reasonably satisfactory to Sellers’ Representative.

Conditions to Seller’s Obligations. The obligations of Seller the Sellers to effect consummate the Closing transactions contemplated under this Agreement and the Transaction Agreements are further subject to the satisfaction or waiver by Seller at or fulfillment and satisfaction, prior to or at the Closing time of the Closing, of each of the following conditionsconditions precedent, any one or more of which may be waived, in part or in full, by the Company in writing: 8.3.1 The representations and warranties of Buyer contained in this Agreement (and in any other Transaction Agreement delivered by Buyer pursuant hereto) shall be true, correct and complete in all material respects on and as of the Closing. Buyer shall have executed and delivered to Buyer a certificate as of the Closing to the effect set forth in this Section 8.3.1. 8.3.2 All of the terms, covenants, agreements and obligations of this Agreement to be complied with, performed or satisfied by Buyer on or before the Closing Date shall have been duly complied with, performed or satisfied in all material respects on or before such date and Buyer shall have executed and delivered to the Company a certificate as of the Closing to such effect. 8.3.3 Buyers shall have delivered to Sellers, directly or through an intermediary, to Company: (a) The notifications of Purchaser and Seller the Closing Cash (as adjusted pursuant to Section 13.5), the HSR ActLease Deposit Reimbursement, and, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.Apportioned Obligations Reimbursement (as defined in Section 13.5); (b) All any document or instrument reasonably requested by Sellers to evidence Buyer’s assumption of all obligations under the Lease; (c) duly executed counterparts to this Agreement and all other consents Transaction Agreements to which such Buyer is a party; and (d) such other bills of sale, assignments, certificates of title and approvals other documents of any Governmental Authority required for the consummation transfer as may be reasonably requested by Seller in order to convey to Buyer good and marketable title to all of the transactions contemplated by Assets and in order to carry out the intentions and purposes of this Agreement, including all those forth in Section 3.2(b) of Agreement and the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained other Transaction Agreements and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein thereby all as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledBuyer. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications of Purchaser representations and warranties set forth in Article 5 hereof or in any document delivered to Seller pursuant to this Agreement will be true and correct, in all respects, at and as of the HSR ActClosing as though then made and as though the Closing Date was substituted for the date of this Agreement; (b) Buyer will have performed and complied with, in all respects, all the conditions, covenants and agreements required to be performed and complied with by it under this Agreement; (c) All governmental filings, authorizations and approvals or consents of third parties that are required, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required by Buyer for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) Agreement will have been duly made and obtained as of the Seller Disclosure Schedule Closing Date; (d) No action or Section 4.2(c) proceeding before any court or government body will be pending or threatened against Buyer wherein an unfavorable judgment, decree or order would prevent the carrying out of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and this Agreement or any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statutehereby, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) All proceedings, corporate or otherwise, to be taken by Buyer in connection with the Transaction Documents, consummation of the Closing and no proceeding initiated the other transactions contemplated by any Governmental Authority or any other Person seeking an injunction against this Agreement and all documents required to be delivered by Buyer to effect the transactions contemplated by this Agreement or the Transaction Documents shall reasonably requested by Seller will be pending. (d) The representations reasonably satisfactory in form and warranties made by Purchaser in this Agreement (without giving effect substance to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.Seller; (f) Seller Buyer and Shareholder shall have received a certificate, dated executed and delivered the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.Shareholder Consulting Agreement; (g) Purchaser Buyer and Xxxx shall have executed and delivered the Xxxx Consulting Agreement; (h) The Seller's board of directors shall have authorized the officer(s) of Seller to close the transactions contemplated by the Agreement; (i) Buyer, Shareholder and Xxxx shall have executed and delivered the Lease; (j) All of the parties shall have executed and delivered the Escrow Agent Agreement; and (k) Confirmation shall have made been received by Seller from its bank that good funds have been received on the deliveries required under Closing Date in Seller's account representing the portion of the Purchase Price referred to in Section 2.51.4. Any condition specified in this Section 2. 2 may be waived by Seller provided that no such waiver will be effective unless it is set forth in a writing executed by Seller.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller of the following conditions at or prior to the Closing of the following conditionsInitial Closing: (a) The notifications representations and warranties made in Article VI hereof shall be true and correct in all material respects at and as of Purchaser the Initial Closing Date, and Seller pursuant Buyer shall have performed in all material respects all the covenants and agreements required to be performed by Buyer hereunder prior to the HSR Act, if any, shall have been made and the Initial Closing; (b) All applicable waiting period and any extensions thereof periods under the HSR Act shall have expired or been otherwise terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated.; (c) No statutesuit, ruleaction or other proceeding shall be pending before any court or governmental or regulatory official, regulationbody or authority wherein an unfavorable injunction, judgment, order, decree, proceeding decree or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the ruling would (i) prevent consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree or the Transaction Documents ruling shall be pending.in effect; (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as Each of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser Buyer and the Escrow Agent shall have made executed and delivered the deliveries Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Initial Closing; (e) Buyer shall have executed and delivered the Stockholders Agreement, and the Stockholders Agreement shall be in full force and effect as of the Initial Closing; (f) Buyer shall have executed and delivered the Registration Agreement, and the Registration Agreement shall be in full force and effect as of the Initial Closing; (g) Buyer shall have executed and delivered each of the Executive Purchase Agreements, and each of the Executive Purchase Agreements shall be in full force and effect as of the Initial Closing; and (h) At the Initial Closing, Buyer shall have delivered to the Seller Representative (i) a certificate signed by Buyer, dated the date of the Initial Closing, stating that the conditions specified in subsection (a) through (c) above have been satisfied and that the waiting period under the HSR Act has expired or been terminated, (ii) certified copies of the resolutions of Buyer's board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby and (iii) such other documents or instruments as are required under to be delivered by Buyer at the Initial Closing pursuant to the terms hereof or that Sellers reasonably request prior to the Initial Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by Sellers shall be reasonably satisfactory in form and substance to Sellers. Any condition specified in this Section 2.53.2 may be waived if such waiver is set forth in a writing duly executed by each Seller.

Conditions to Seller’s Obligations. The obligations of Seller Seller's obligation to effect consummate the Closing are further transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of each of the following conditions: (a) The notifications Buyer shall have performed in all material respects each of Purchaser the covenants and Seller pursuant obligations to be performed by Buyer prior to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminatedClosing. (b) All Buyer shall have executed and delivered to Seller all of those documents, instruments and agreements required to be executed by Buyer to Seller pursuant to Section 5.4 of this Agreement. (c) Seller shall have either reached satisfactory agreements with the other consents parties to the Section 365 Agreements as to the amounts owing thereunder (the "Cure Amounts") as of the Closing Date and approvals the nature and timing of cures of any Governmental Authority required for defaults thereunder, or Seller shall obtain an order of the consummation Court, as part of the approval of this Agreement, confirming that the cure amounts estimated by Seller as set forth on Exhibit K are the cure amounts which Seller must pay as a condition of Buyer's assumption of the Section 365 Agreements. (d) No action, suit or proceeding shall have been commenced before any court to restrain or prevent the carrying out of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser Seller and Buyer shall have performed and complied with, in all material respects, agreed on mutually acceptable procedures for the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before conduct of the Closingsale of the Assets. (f) Seller This Agreement and the transactions contemplated herein shall have received been approved by the Court and the Court shall have entered the Sale Order in the Bankruptcy Case so approving, concurrently with findings of fact and conclusions of law to be contained in a certificateseparate document (the "Findings"), dated and the Closing Date and duly executed by an authorized officer Sale Order shall have become "final" unless, as part of Purchaserthe Sale Order, in form and substance reasonably satisfactory to Seller, to the effect Court has expressly ordered that the conditions specified in Sections 6.2(dSale Order and matters approved therein are expressly not stayed for the ten (10) and (e) have been fulfilledday period after the Court's entry of the Sale Order. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller following will be conditions precedent to effect the Closing SELLER’s obligation to sell each Aircraft to BUYER (it being understood that BUYER’s obligation to buy such Aircraft are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions:conditions set forth in Article 6.1): 6.2.1 BUYER has executed and delivered to SELLER an Acceptance Certificate for such Aircraft in the form of Exhibit C covering such Aircraft and effective as of the Sale Date. 6.2.2 BUYER has paid to SELLER the Balance Amount for such Aircraft in accordance with Article 4.3. 6.2.3 BUYER has delivered to SELLER (a) The notifications a certificate signed by an officer of Purchaser BUYER stating that the representations and Seller pursuant warranties contained in Article 11 are true and accurate on and as of the Sale Date as though made on and as of such date (except to the HSR Actextent that such representations and warranties are expressed to relate solely to an earlier date, if anyand except to the extent that such representations and warranties relate to an Aircraft other than the Aircraft to be sold on such Sale Date), (b) an incumbency certificate signed by an officer of BUYER and each relevant BUYER Entity as to the Person or Persons authorized to execute and deliver this Sale Agreement and the other Operative Documents relating to such Aircraft on behalf of BUYER or such BUYER Entity, (c) evidence satisfactory to SELLER that BUYER and each relevant BUYER Entity has all necessary corporate power to enter into and perform, and has taken all necessary corporate steps to approve the entry into and performance of, this Sale Agreement and the transactions contemplated hereby, and (d) an opinion from counsel to BUYER and each relevant BUYER Entity in the form attached as Exhibit H or in form and substance reasonably acceptable to SELLER, concerning the execution, delivery and performance of this Sale Agreement and the other Operative Documents entered or to be entered into by BUYER pursuant hereto. 6.2.4 The representations and warranties of BUYER contained in Article 11 are true and accurate on and as of the Sale Date as though made on and as of such date (except to the extent that such representations and warranties are expressed to relate solely to an earlier date, and except to the extent that such representations and warranties relate to an Aircraft other than the Aircraft to be sold on such Sale Date). 6.2.5 The Lease Assignment and each other Operative Document for such Aircraft have been executed and delivered by all parties thereto (other than SELLER), and all of the conditions precedent in the Lease Assignment to the obligations of SELLER shall have been made satisfied or waived. 6.2.6 SELLER shall be satisfied that Sale at the proposed Delivery Location will not result in any Sales Tax (expect for De Minimis Taxes which, when aggregated with Tax Funding Costs associated with such Aircraft (if any), are unlikely to exceed $50,000, or other taxes which it or BUYER has agreed to bear in writing). 6.2.7 SELLER shall be satisfied that the requirements under the applicable Lease with respect to the assignment of rights and assumption of obligations under the Lease and sale of the Aircraft have been met or waived in writing by the Lessee. 6.2.8 No change shall have occurred which would make it illegal for any party hereto or Lessee of the relevant Aircraft to perform any of their respective material obligations under this Sale Agreement or any of the other Operative Documents relating to such Aircraft. 6.2.9 Any applicable waiting period and under any extensions thereof applicable Competition Laws relating to the transactions contemplated by this Sale Agreement shall have expired or been terminatedterminated (to the extent required under such Competition Laws). (b) All other consents 6.2.10 Each of the conditions precedent set forth on Exhibit K applicable to such Aircraft and approvals of any Governmental Authority required identified as being for the consummation benefit of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule SELLER has been satisfied or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminatedSELLER has waived such condition. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the to, unless waived in writing by Seller, satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation a certificate of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) President of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of PurchaserAcquiror, in form and substance reasonably satisfactory to Seller, shall be delivered to Seller at the Closing certifying that (i) the individual signing such certificate has the authority to bind such Acquiror; (ii) each of the representations and warranties set forth in ARTICLE IV are true and correct at and as of the Closing Date; (iii) all agreements, undertakings and obligations to be performed or complied with by each Acquiror as of or prior to the effect that Closing Date, unless waived in writing, have been duly performed or complied with by each Acquiror in accordance with the terms of this Agreement; and (iv) all of the conditions specified set forth in Sections 6.2(dthis Section 2.2 have been satisfied at or prior to the Closing Date; (b) a certificate of the Secretary of each Acquiror, in form and substance reasonably satisfactory to Seller, shall be delivered to Seller at the Closing certifying that attached thereto are true and correct copies of the resolutions duly and validly adopted by each Acquiror authorizing the execution and delivery of this Agreement and its Exhibits and Schedules and the consummation of the transactions contemplated hereby and thereby; (c) Acquirors shall have delivered to Seller each of the items required to be so delivered, and shall have made the payment required to be made to Seller, pursuant to Section 1.13(b) at or prior to the Closing Date; (d) each of the Acquirors shall have executed this Agreement, its Exhibits and Schedules, the Noncompetition Agreements and such other agreements contemplated herein to which such Acquiror is a party and shall have delivered such executed documents to Seller; (e) have been fulfilled.all actions to be taken by Acquirors in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller; (f) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation 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 injunction, judgment, order, decree, ruling or charge shall be in effect; (g) Purchaser no statute, rule, regulation, ruling, consent, decree, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any court or governmental authority which would prohibit consummation by the parties hereto of the transactions contemplated hereby; (h) Acquirors shall have delivered to Seller a certificate of the President of each Acquiror, in form and substance satisfactory to Seller, certifying that all obligations and covenants required by this Agreement to be performed or to be complied with by Acquirors on or prior to the Closing Date shall have been duly performed or complied with in all material respects; and (i) the closing of the transactions contemplated by (i) that certain Asset Purchase Agreement by and among Hospitalist Management Consultants of New York, Inc., InPatient Hospitalist Services of New York, P.C., Park Avenue Health Care Management, LLC, Park Avenue Medical Associates, P.C., and the Escrow Agent individuals listed on Exhibit A thereto, and (ii) that certain Asset Purchase Agreement by and among IPC Management Consultants of New York, Inc., InPatient Hospitalist Healthcare Services of New York, P.C., Geriatric Services, P.C. and the individuals listed on Exhibit A thereto, which are being entered into contemporaneously with the execution of this Agreement, shall have made occur simultaneously with the deliveries required under Section 2.5Closing.

Conditions to Seller’s Obligations. The obligations Seller's obligation to make the deliveries required of Seller to effect at the Closing are further Date shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of each of the following conditions:. 4.1.1. All of the representations and warranties of Buyer contained herein shall continue to be true and correct at the Closing in all material respects. 4.1.2. Buyer shall have executed and delivered to Seller the Assignment of Leases. 4.1.3. Buyer shall have delivered, or shall be prepared to deliver at the Closing, all cash and other documents required of Buyer to be delivered at the Closing. 4.1.4. Buyer shall have delivered to Seller appropriate evidence of all necessary corporate action by Buyer in connection with the transactions contemplated hereby, including, without limitation: (ai) The notifications certified copies of Purchaser resolutions duly adopted by Buyer's board of directors approving the transactions contemplated by this Agreement and Seller pursuant authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ii) a certificate as to the HSR Act, if any, incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement. 4.1.5. Seller shall have been made determined that it will not incur any liability under the Worker Adjustment and Retraining Notification Act in connection with the consummation of this transaction. 4.1.6. All applicable waiting period and any extensions thereof periods relating to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 shall have expired or been terminatedterminated and any proceedings that may have been filed or instituted thereunder shall have been satisfactorily concluded. (b) All 4.1.7. No action, suit or other consents and approvals of proceedings brought by any Governmental Authority required for governmental agency shall be pending before any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, including all those forth or seeking to obtain substantial damages in Section 3.2(b) respect thereof, or involving a claim that consummation thereof would result in the violation of the Seller Disclosure Schedule any law, decree or Section 4.2(c) regulation of the Purchaser Disclosure Schedule, any governmental authority having appropriate jurisdiction. 4.1.8. The Bankruptcy Court shall have been obtained and entered the Sale Order, which shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall not have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and stayed as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse EffectDate. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Subject to effect Section 7.3, Sellers’ obligation to consummate the transactions contemplated hereby in connection with the Closing are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation as of the transactions contemplated by this Agreementdate hereof and as of the Closing (in each case, including except for any representation or warranty that is expressly made as of a specified date, in which case as of such specified date), (i) each representation or warranty contained in Section 4.1, Section 4.2 or Section 4.3 shall be true and correct in all those respects, and (ii) each other representation or warranty set forth in Section 3.2(bArticle IV shall be true and correct in all respects, except where the failure of such representations and warranties referred to in this clause (ii) of to be true and correct, individually or in the Seller Disclosure Schedule aggregate with other such failures, would not reasonably be expected to materially prevent, restrict or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to delay the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against Related Agreement; provided, however, that for purposes of determining the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The accuracy of representations and warranties made by Purchaser referred to in clause (ii) for purposes of this Agreement (without giving effect to any limitation set forth therein condition, all qualifications as to materiality or Purchaser “materiality” and “Material Adverse Effect, as applicable) shall be true and correct, ” contained in each case at and as of the Closing Date as if made on that date (except in any case that such representations and warranties that expressly speak as of a specified date or time need only shall be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.disregarded; (eb) Purchaser Buyer shall have performed and complied with, with its covenants and agreements hereunder to the extent required to be performed prior to the Closing in all material respects, and Buyer shall have caused the agreementsdocuments, covenants instruments and obligations payments required by this Agreement Section 2.8(b) to be so performed delivered to Sellers (or complied with by Purchaser at tendered subject only to Closing); (c) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or before entered any Decree that is in effect and that has the effect of making the Closing illegal or otherwise prohibiting the consummation of the Closing.; (fd) Seller the Sale Order entered by the Bankruptcy Court shall have received become a certificate, dated Final Order and shall not be materially different than the Closing Date and duly executed by form of Sale Order set forth on Exhibit A attached hereto except to the extent that Buyer has waived any deviation from the Sale Order attached as Exhibit A; and (e) Buyer shall have delivered a certificate from an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, Buyer to the effect that each of the conditions specified in Sections 6.2(dSection 7.2(a) and (eSection 7.2(b) have has been fulfilledsatisfied. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing under this Agreement are further subject to the satisfaction or waiver by Seller at of the following conditions, on or prior to the Closing Date, all or any of the following conditionswhich may be waived in writing by Seller: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser Buyer in this Agreement (without giving effect and in any written statements delivered to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) Seller under this Agreement shall be true and correct, correct in each case at all material respects as of the Effective Date and as of the Closing Date as if though made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectdate. (eb) Purchaser Buyer shall have performed performed, satisfied and complied with, in all material respects, the agreements, respects with all obligations and covenants and obligations of Buyer required by this Agreement to be so performed or complied with by Purchaser at it on or before prior to the ClosingClosing Date. (c) Buyer shall have delivered to Seller all documents required to be delivered by Buyer, and all such documents shall have been properly executed by Buyer, if applicable. (d) Buyer shall have delivered to Seller a corporate good standing certificate from the Secretary of State of the State of Nevada dated no more than ten (10) days prior to the Closing Date. (e) Buyer shall have delivered to Seller a certificate signed by an authorized officer of Buyer certifying, as of the Effective Date and as of the Closing Date, (i) the accuracy of Buyer’s representations and warranties as set forth in Article V hereof, and (ii) compliance with Buyer’s covenants as set forth in this Agreement. (f) Seller Buyer shall have received a certificateexecuted and delivered the Bxxx of Sale in the form attached hereto as Exhibit A, dated and effective as of the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledDate. (g) Purchaser and the Escrow Agent Buyer shall have made delivered a stock certificate (or certificates) representing the deliveries required under Section 2.5Shares, appropriately legended and duly executed and issued by Buyer. (h) Buyer shall have executed and delivered to Seller the Notes, in the forms attached hereto as Exhibits B-1 , B-2 and B-3, dated and effective as of the Closing Date. (i) Buyer shall have executed and delivered the Stock Rights and Restriction Agreement in the form attached hereto as Exhibit C, dated and effective as of the Closing Date. (j) Buyer shall have executed and delivered the Security Agreement in the form attached hereto as Exhibit D, dated and effective as of the Closing Date. (k) Buyer shall have executed and delivered the Non-Competition Agreements in the form attached hereto as Exhibits E-1, E-2 and E-3, each dated and effective as of the Closing Date. (l) Buyer shall have executed and delivered the Zxxx Employment Agreement in the form attached hereto as Exhibit F, dated and effective as of the Transfer Date applicable to Mx. Xxxx. (m) Buyer shall have delivered to Buyer an Assignment and Assumption of Lease and Landlord Consent, in the form attached hereto as Exhibit F and dated and effective as of the Closing Date, duly executed by Buyer (the “Lease Assignment”). (n) Buyer shall have delivered to Complete Nutrition, Inc., a Nebraska corporation the Services Agreement in the form attached hereto as Exhibit G, dated and effective as of the Closing Date.

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect consummate the Closing are further transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications of Purchaser representations and Seller pursuant warranties set forth in Article 5 to the HSR Actextent qualified by materiality shall be true and correct in all respects, if anyand all representations and warranties set forth in Article 5 not so qualified shall be true and correct in all material respects, at and as of the Closing as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties. (b) Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing. (c) All necessary filings with regulatory authorities shall have been made and the applicable all waiting period and any extensions thereof periods shall have expired or shall have been terminated, including all notices and publications. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (cd) No statuteaction or proceeding before any court or government body shall be pending or threatened which, rulein the reasonable judgment of Sellers, regulation, order, decree, proceeding makes it inadvisable or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of undesirable to consummate the transactions contemplated by this Agreement by reason of the probability that the action or proceeding will result in a judgment, decree or order that would prevent the Transaction Documents, and no proceeding initiated by any Governmental Authority carrying out of this Agreement or any other Person seeking an injunction against of the transactions contemplated by this Agreement hereby, declare unlawful the transactions contemplated hereby or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of cause such specified date or time), except where any failures transactions to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectrescinded. (e) Purchaser shall have performed delivered the portion of the Purchase Price payable at Closing and complied withshall have assumed the Assumed Liabilities by delivery of an Assumption Agreement, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before form attached hereto as Exhibit 3.1(e) (the Closing“Assumption Agreement”). (f) Seller Purchaser shall have received a certificatesubleased from Sellers the property located at 0000 Xxxxx Xxxxxx, dated Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000, for three months with an option to extend for up to an additional three months, if notice is given within two months after the Closing Date Closing, the terms of which shall be Purchaser’s agreement to pay all of Sellers’ verified expenses with respect to such property. At the end of such sublease, Purchaser shall vacate the subleased premises and duly executed shall leave them in broom-clean condition. In addition, Purchaser shall cease using the Canadian facility of Xxxxxxxx Merchandisers-Canada, Inc. by an authorized officer of PurchaserMarch 2, in form 2009, unless Purchaser and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledXxxxxxxx Merchandisers-Canada otherwise agree. (g) On or prior to the Closing Date, Purchaser shall have delivered to Sellers each of the following: (i) a certificate from an officer of Purchaser in the form set forth as Exhibit 3.1(g) attached hereto, dated the Closing Date, stating that the applicable preconditions have been satisfied; (ii) certified copies of the resolutions duly adopted by Purchaser’s Manager and members authorizing the execution, delivery and performance of this Agreement and the Escrow Agent shall have made other agreements contemplated hereby, and the deliveries required under consummation of all transactions contemplated hereby and thereby; (iii) such other documents or instruments as Sellers reasonably request to effect the transactions contemplated hereby. (h) Any condition specified in this Section 2.53.1 may be waived by Sellers; provided that no such waiver will be effective against Sellers unless it is set forth in a writing executed by Sellers.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions as of the Closing Date: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein in Article V (other than those representations and warranties that address matters as to materiality or Purchaser Material Adverse Effect, of particular dates which shall remain true and correct as applicableof such dates) shall be true and correct, in each case correct at and as of the Closing Date as if though then made on that and as though the Closing Date were substituted for the date (except in any case that of this Agreement throughout such representations and warranties that expressly speak as of a specified date (without giving effect to materiality, Material Adverse Effect, or time need only be true similar phrases in the representations and correct as of such specified date or time), warranties) except where any failures the failure to be so true and correct would not, in the aggregate, not have a Purchaser Material Adverse Effect.material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby; (eb) Purchaser Buyer shall have performed and complied with, with in all material respects, respects all the agreements, covenants and obligations agreements required to be performed and complied with by it under this Agreement at or prior to the Closing; (c) Reserved; (d) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be so performed rescinded; (e) Buyer shall have delivered to Seller certified copies of the resolutions duly adopted by Buyer’s board of directors (or complied with by Purchaser at or before its equivalent governing body) authorizing its execution, delivery and performance of this Agreement and the Closing.other agreements contemplated hereby to which it is a party; (f) Seller Reserved; (g) Buyer shall have received delivered to Seller a certificatecertificate in the form set forth as Exhibit C, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions preconditions specified in Sections 6.2(dsubsections (a), (b) and (ed) have been fulfilled.satisfied; (gh) Purchaser and the Escrow Agent Buyer shall have made delivered the deliveries required under consideration set forth in Section 2.51.01; and (i) The transactions contemplated by the Merger Agreement shall have been consummated or shall be consummated simultaneously with the Closing; If the Closing occurs, all closing conditions set forth in this Section 2.02 which have not been fully satisfied as of the Closing shall be deemed to have been fully waived by Seller.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications representations and warranties set forth in Article V hereof will be true and correct in all material respects at and as of Purchaser the Closing as though then made and Seller pursuant as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to the HSR Act, if any, shall have been made true on and the applicable waiting period and any extensions thereof shall have expired or been terminated.as of such date; (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, Buyer shall have been obtained performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) There shall remain in full force and effectnot be threatened, and instituted or pending any waiting period applicable action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby shall have expired or been terminated.seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the Related Agreements, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (cd) No There shall not be any action taken, or any statute, rule, regulation, orderjudgment, decree, proceeding order or injunction shall have been issuedinjunction, enacted, entered, enforced, promulgated, initiated, proposed issued or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of deemed applicable to the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated hereby by any Governmental Authority federal, state or any other Person seeking an injunction against the transactions contemplated by this Agreement foreign court, government or the Transaction Documents shall governmental authority or agency, which would reasonably be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect expected to any limitation set forth therein as to materiality result, directly or Purchaser Material Adverse Effect, as applicable) shall be true and correctindirectly, in each case at and as any of the Closing Date as if made on that date (except consequences referred to in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.Section 9.02 hereof; and (e) Purchaser shall On the Closing Date, Buyer will have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement delivered to be so performed or complied with by Purchaser at or before the Closing.Seller: (f1) a wire transfer in immediately available funds representing the Dollar portion of the Purchase Price owed to Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.less payables, (g2) Purchaser an executed copy of the Assignment and the Escrow Agent shall have made the deliveries required under Section 2.5Assumption Agreement.

Conditions to Seller’s Obligations. The obligations of Seller Sellers hereunder required to effect be performed on the Closing are further Date shall be subject to the satisfaction or waiver by Seller at Sellers’ election, waiver, at or prior to the Closing Closing, of the following conditions: (a) The notifications representations and warranties of Purchaser HGPI and Seller pursuant to the HSR Act, if any, Purchasers contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on and as of the applicable waiting period Closing Date with the same force and any extensions thereof shall have expired or been terminatedeffect as though made on and as of the Closing Date. (b) Purchasers shall have performed and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by Purchasers at or prior to the Closing. (c) The Consent of the Lender to the transactions contemplated hereby shall have been obtained, and any and all conditions that must be satisfied under the Xxxx Mortgage Loan Documents for transfer and assignment of the Subject Partnership Interests as contemplated hereby shall have been satisfied. (d) Purchasers shall have, at Purchasers’ option, delivered to Sellers either (i) evidence of either the release of Sellers and all affiliates of Sellers (other than the Partnerships), effective as of the Closing Date, from all guaranties and other obligations under, pursuant to and with respect to the Xxxx Mortgage Loan Documents and the Xxxx Net Profits Assignment, or (ii) an unconditional indemnification agreement in a form reasonably acceptable to Sellers pursuant to which Purchasers agree to jointly and severally indemnify Sellers and all affiliates of Sellers from and against all losses suffered or incurred by reason of such guaranties or other obligations, including reasonable attorney fees and expenses, with such indemnification obligations to be guaranteed by HGPI on the same terms as the guarantee provided for in Section 8.12 below. (e) All other consents governmental and regulatory approvals of any Governmental Authority required and clearances and all third-party Consents necessary for the consummation by Purchasers of the transactions contemplated hereby and by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, other Transaction Documents shall have been obtained and shall remain be in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (cf) No statute, rule, regulation, order, decree, proceeding or injunction Sellers shall have been issuedreceived payment of the Purchase Price. (g) Sellers shall have received the Assignments, enactedduly executed on behalf of Purchasers. (h) Sellers shall have received an opinion from Winston & Xxxxxx, enteredcounsel to the Purchasers, promulgatedin the form attached as Exhibit F. (i) Sellers shall have received an agreement, initiatedduly executed by Xxxxxx Xxxxxx and satisfactory to Sellers, proposed or enforced by a Governmental Authority that prohibitsterminating Xx. Xxxxxx’ employment agreements with PGI and releasing the Sellers from any claims. (j) Sellers shall have received such other certificates, restricts or makes illegal the consummation instruments and documents in furtherance of the transactions contemplated by this Agreement or the Transaction Documentsas any Seller may reasonably request, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, which documents may include amendments to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilledHorizon Loan Documents. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller Sellers to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications representations and warranties set forth in Article V hereof will be true and correct in all respects at and as of Purchaser and Seller pursuant to the HSR Act, if any, shall have been Closing as though then made and as though the applicable waiting period Closing Date had been substituted for the date of this Agreement throughout such representations and any extensions thereof shall have expired or been terminated.warranties; (b) All other consents Buyer shall have performed in all respects all the covenants and approvals of agreements required to be performed by it under this Agreement prior to the Closing; (c) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Authority required for or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) Sellers shall have received from counsel for Buyer a written opinion, dated as of the Closing Date, addressed to Sellers and satisfactory to Sellers’ counsel, in form and substance substantially as set forth in Exhibit C-2; (e) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or Governmental Authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 8.2(c) hereof; and (f) On the Closing Date, Buyer will have delivered to Sellers: (1) A wire transfer in immediately available funds in the amount of the Closing Payment to an account or accounts designated by Sellers; (2) A copy of the text of the resolutions adopted by the Board of Governors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement; along with a certificate executed on behalf of Buyer, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received a certificate, dated the Closing Date and duly executed by an authorized officer of PurchaserBuyer, certifying to Sellers that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded; (3) A certificate of an officer of Buyer dated the Closing Date, stating that the conditions precedent set forth above have been satisfied, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.attached hereto as Exhibit F; (g4) Purchaser Incumbency certificates executed on behalf of Buyer, by an authorized officer of Buyer certifying the signature and office of each officer executing this Agreement or any of the Escrow Agent Related Documents to be executed by Buyer; (5) the Employment Agreement in subsequently the form attached hereto as Exhibit E-1 executed by Xxxxxx Xxxxxx; (6) the Employment Agreement in subsequently the form attached hereto as Exhibit E-2 executed by Xxxxxxx Xxxxxxxxx; (7) the Employment Agreement in subsequently the form attached hereto as Exhibit E-3 executed by Xxxxxxx Xxxxxxx; (8) Buyer shall have made delivered to Sellers copies of the deliveries required under Section 2.5.articles or certificate of organization of the Buyer certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of its incorporation; (9) Buyer shall have delivered to Sellers copies of the certificate of good standing of the Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Buyer and of each jurisdiction in which the Buyer is qualified to do business; and (10) Buyer shall have caused SunOpta to deliver to Sellers a guaranty of Buyer’s obligators hereunder in the form attached hereto as Exhibit H.

Conditions to Seller’s Obligations. The Close of Escrow and Seller’s obligations of Seller to effect consummate the Closing transaction contemplated by this Agreement are further subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver by thereof, it being agreed that Seller at may waive any or all of such conditions) on or prior to the Closing Date or the dates designated below for the satisfaction of the following such conditions: (a) The notifications All of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The Buyer’s representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) contained herein shall be true and correct, correct in each case at all material respects as of the date of this Agreement and as of the Closing Date as if made on that date Date; (except in any case that representations b) As of the Closing Date, Buyer has performed its obligations hereunder and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures all deliveries to be true made at Close of Escrow by Buyer shall have been tendered including, without limitation, the deposit with Escrow Holder of the amounts set forth in Section 6.2(a) hereof; (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Buyer that would materially and correct would notadversely affect Buyer’s ability to perform its obligations under this Agreement; (d) There shall exist no pending or threatened action, in suit or proceeding with respect to Buyer before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the aggregate, have a Purchaser Material Adverse Effect.consummation of the transaction contemplated hereby; (e) Purchaser Seller shall have performed received all consents and complied with, in assignments and approvals from all material respects, the agreementsparties from whom such consents to assignments or approvals are needed under all contracts, covenants and obligations required by this Agreement other agreements relating to be so performed or complied with by Purchaser at or before the Closing.Property; (f) Seller shall not have received a certificate, dated the Closing Date and duly executed by an authorized officer of Purchaser, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.Specific Contingency Failure Notice from Buyer; and (g) Purchaser and the Escrow Agent KBS SOR shall have made received board approval authorizing it to consummate the deliveries required under Section 2.5transactions contemplated hereby.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date: (a) The notifications of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated. (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall in Article V hereof will be true and correct, correct in each case all material respects at and as of the Closing as though then made and as though the Closing Date as if made on that had been substituted for the date (except in any case that of this Agreement throughout such representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.warranties; (eb) Purchaser Buyer shall have performed and complied with, in all material respects, respects all the agreements, covenants and obligations agreements required to be performed by it under this Agreement prior to be so performed or complied with by Purchaser at or before the Closing.; eFunds Project Panther APA Execution Copy (c) The conditions set forth in Sections 8.01 (c), (d), (f), (g), (j) and (k) shall have been satisfied; (d) Seller shall have received from in-house counsel of Buyer a certificatewritten opinion, dated as of the Closing Date and addressed to Seller in form and substance satisfactory to Seller's counsel, acting reasonably; (e) The estimated Purchase Price Adjustment payable at Closing pursuant to Section 3.04(a) equals or exceeds $1,000,000 payable to Oasis Canada; (f) On the Closing Date, eFunds will have delivered to Seller: (i) a wire transfer in immediately available funds in the amount of $26,223,000 plus applicable Taxes; (ii) a certificate of an officer of eFunds satisfactory to Seller, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions specified precedent set forth in Sections 6.2(dsubsections (a) and (eb) above have been fulfilledsatisfied; (iii) an executed copy of the Assignment and Assumption Agreement and of each of the Related Agreements to which it (or one of its Subsidiaries) is a party; and (iv) an incumbency certificate executed on behalf of eFunds by its corporate secretary certifying the signature and office of each officer executing this Agreement or any of the Related Agreements. (g) Purchaser On the Closing Date, eFunds Canada will have delivered to Seller: (i) a wire transfer in immediately available funds in the amount of $162,000 plus applicable Taxes; (ii) an executed copy of the Assignment and Assumption Agreement and of each of the Escrow Agent shall Related Agreements to which it (or one of its Subsidiaries) is a party; (iii) an incumbency certificate executed on behalf of eFunds Canada by its corporate secretary certifying the signature and office of each officer executing this Agreement or any of the Related Agreements; and (iv) a purchase exemption certificate for any Assets that can be acquired free of Tax under the Retail Sales Tax Act (Ontario). (h) On the Closing Date, eFunds UK will have made delivered to Seller: eFunds Project Panther APA Execution Copy (i) a wire transfer in immediately available funds in the deliveries required under Section 2.5amount of $5,000; (ii) an executed copy of the Assignment and Assumption Agreement and of each of the Related Agreements to which it (or one of its subsidiaries) is a party; and (iii) an incumbency certificate executed on behalf of eFunds UK by its corporate secretary certifying the signature and office of each officer executing this Agreement or any of the Related Agreements; and (i) The number of Transferred Employees and Excluded Employees is satisfactory to Seller.

Conditions to Seller’s Obligations. The obligations of Seller to effect ---------------------------------- consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditionsconditions on or before the Closing Date, and Buyer shall exert its best efforts to insure that each such condition is fulfilled: (a) The notifications representations and warranties of Purchaser and Buyer set forth in Article 3 hereof or in any document delivered to Seller pursuant to this Agreement will be true and correct in all material respects as of the HSR Act, if any, shall have been Closing as though then made and as though the applicable waiting period and any extensions thereof shall have expired or been terminated.Closing Date was substituted for the date of this Agreement; (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect. (e) Purchaser shall Buyer will have performed and complied with, in all material materials respects, all of the agreements, covenants and obligations agreements required by this Agreement to be so performed or and complied with by Purchaser at or before the it under this Agreement prior to Closing.; (fc) Seller On the Closing Date, Buyer shall have received a certificateassumed the employment agreements between Seller and each of Xxxxxx and Xxxxxxx, dated and offered (i) at- will employment to each of the other employees of the Purchased Business in an amount equivalent or superior to each employee's base salary at the Closing Date Date, plus incentive compensation under a plan equivalent or superior to the existing plan of the Purchased Business as of the Closing Date, and (ii) health insurance benefits to all of the employees of the Purchased Business who accept such employment with Buyer, which policies are equivalent to the policies of the Purchased Business as of the Closing Date; and (d) On the Closing Date, Buyer will have delivered to Seller all of the following: (i) a certificate dated as of the Closing Date, stating that the preconditions specified in subsections (a) through (c) have been satisfied; (ii) a certificate executed by the Secretary of Buyer (A) certifying as to attached copies of resolutions of Buyer's Board of Governors approving the Agreement and (B) setting forth the names of each of the officers of Buyer authorized to execute this Agreement and the Ancillary Agreements and other documents; (iii) the Purchase Price due and payable in accordance with Section 2.3(a); (iv) the Ancillary Agreements duly executed by an authorized officer Buyer; (v) Releases, substantially in the form set forth as Exhibit A --------- hereto, executed by each of PurchaserXxxxx Xxxxxx and Xxxx Xxxxxxx, in form and substance reasonably satisfactory to releasing Seller, VirtualFund and all affiliates thereof from any and all Liability related to the effect that employment of Messrs. Xxxxxx and Xxxxxxx by Seller prior to the conditions Closing Date; (vi) A Lease Termination Agreement, substantially in the form set forth as Exhibit B hereto, executed by Team Property Management terminating --------- the Lease Agreement Between Team Property Management and Seller and releasing Seller, VirtualFund and all affiliates thereof from any and all Liabilities arising in connection with such property following the Closing Date; (vii) the Transition Services Agreement, substantially in the form set forth as Exhibit C hereto, executed by Seller, Buyer, VirtualFund, --------- Xxxxxx and Xxxxxxx; and (viii) the Joint Representation Agreement, substantially in the form set forth as Exhibit D hereto, executed by each of Seller, Buyer, --------- VirtualFund, Xxxxxx and Xxxxxxx and the other parties thereto. Any condition specified in Sections 6.2(d) and (e) have been fulfilledthis Section 5.2 may be waived by Seller; provided that no such waiver will be effective unless it is set forth in a writing executed by Seller. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.

Conditions to Seller’s Obligations. The obligations of Seller to effect the Closing under this Agreement are further subject to the satisfaction or waiver by Seller at on or prior to the Closing Date of the following conditionsconditions set forth in this Section 11.1. Each condition is solely for the benefit of Seller and may be waived in whole or in part by Seller in its sole discretion by written notice to Purchaser: (a) The notifications Purchaser's representations and warranties made in this Agreement are true on the Closing Date in all material respects as though such representations and warranties were made on the Closing Date, subject to factual modifications due to third-party events (such as, for example, filing of Purchaser and Seller pursuant to the HSR Act, if any, shall a lawsuit by third-party) which do not have been made and the applicable waiting period and any extensions thereof shall have expired or been terminateda material adverse effect. (b) All other consents Purchaser has performed and approvals complied with all of any Governmental Authority required for its obligations under this Agreement that are to be performed or complied with by Purchaser prior to or on the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminatedClosing Date. (c) No statute, rule, regulation, order, decree, proceeding or injunction Seller shall have been issuedreceived all third-party consents and approvals, enactedif any, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal required to permit the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendingClosing. (d) The representations and warranties made by Neither Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse EffectSeller, as applicable) shall be true and correct, in each case at and as of the Closing Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effectterminated this Agreement pursuant to any right of termination set forth herein. (e) Purchaser shall have performed has delivered the Purchaser Closing Documents and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before balance of the ClosingPurchase Price. (f) Seller On or prior to the Closing Date, (i) Purchaser shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have received a certificate, dated been discharged prior to the Closing Date Date, and duly executed by no such receiver, liquidator or trustee shall have otherwise been appointed, unless the same shall not have admitted in writing an authorized officer of Purchaserinability to pay its debts as they mature, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled. (gii) Purchaser and the Escrow Agent shall not have made the deliveries required under Section 2.5.admitted in writing an

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to effect consummate the Closing are further transaction contemplated hereby is subject to the satisfaction fulfillment or waiver by Seller at of all of the following conditions on or prior to the Closing Date, upon the non-fulfillment of any of which this Agreement may, at Sellers’ option, be terminated pursuant to and with the following conditionseffect set forth in Article XI hereof: (a) The notifications of Each and every representation and warranty made by Purchaser and Seller pursuant to the HSR Act, if any, shall have been true and correct when made and shall be true and correct as if originally made on and as of the applicable waiting period and any extensions thereof shall have expired or been terminatedClosing Date. (b) All other consents obligations of Purchaser to be performed hereunder through, and approvals of any Governmental Authority required for including on, the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, Closing Date shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminatedperformed. (c) No statute, rule, regulation, order, decree, proceeding or injunction Sellers shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation received all of the transactions contemplated by this Agreement or the Transaction Documentsagreements, certificates, documents and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pendingitems specified in Section 8.2. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser Material Adverse Effect, as applicable) shall be true and correct, in each case at and as All of the Closing Date as if made on that date (except in any case that representations Consents and warranties that expressly speak as all other consents of a specified date or time need only be true and correct as of such specified date or time), except where any failures third parties required with respect to be true and correct would not, in the aggregate, transaction contemplated hereby shall have a Purchaser Material Adverse Effectbeen obtained. (e) Purchaser No suit, proceeding or investigation shall have performed and complied withbeen commenced or threatened by any governmental authority or private person on any grounds to restrain, in all enjoin or materially hinder, or to see material respectsdamages on account of, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before consummation of the Closingtransaction contemplated hereby. (f) Seller shall Xxxxx Xxxxxxxx shall, concurrently with the Closing, have received from the Company the sum of One Hundred Seventy-One Thousand Four Hundred Forty Dollars ($171,440), by wire transfer of immediately available funds, in repayment of Xx. Xxxxxxxx’x previous cash advances to the Company, subject to any adjustment in the amount due Xx. Xxxxxxxx for such obligations as a certificate, dated result of the Closing Date and duly executed by an authorized officer of Purchaserunder this Agreement being subsequent to December 31, in form and substance reasonably satisfactory to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled2004. (g) Purchaser and Xxxxxxx Xxxx Xxxxxxxxx shall, concurrently with the Escrow Agent Closing, have received from the Company, by wire transfer of immediately available funds, the sum of Twelve Thousand Five Hundred Dollars ($12,500) in payment of consulting fees earned by him, but not previously paid to him, for services performed subsequent to June 30, 2004, subject to the amount of such payment being increased, as appropriate, to reflect any additional consulting fees which may become due to Xx. Xxxxxxxxx, as a result of the Closing Date under this Agreement being subsequent to December 31, 2004. (h) Xxxx Xxxxxxxx shall, immediately prior to the Closing hereunder, have received from the Company, by wire transfer of immediately available funds, the Eight Hundred Thousand Dollars ($800,000) portion of the Special Bonus payment due to be paid to him on the Closing Date, which Bonus, in its entirety, is to be equal to 10% Table of Contents of the Purchase Price to be paid pursuant to this Agreement (as adjusted for the purpose of calculating this Bonus only by excluding from such calculation the amount of such Bonus), with the remainder of which Bonus is to be paid to Xx. Xxxxxxxx within thirty days of the determination pursuant to Section 2.3(b) hereof of the Final Purchase Price Adjustment. (i) The Company, immediately prior to the Closing, shall have forgiven, as a contribution to capital, all previous advances made by it to DSN, Inc. to the deliveries required under Section 2.5.extent unpaid as of the Closing, other than the Company’s previous Two Hundred Twenty-Five Thousand Dollars ($225,000) in advances to DSN, Inc. in connection with its acquisition during the Company’s current fiscal year of various assets from Spee-Dee Mailing Services, Inc. which Spee-Dee Mailing Services advances shall have concurrently been repaid in full to the Company by DSN, Inc.

Conditions to Seller’s Obligations. The obligations of Seller to effect consummate the Closing transactions contemplated by this Agreement are further subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions:conditions on or before the Closing Date (it being understood that the following conditions are included for the exclusive benefit of the Seller and may be waived, in whole or in part, in writing by the Seller at any time): (a) The notifications representations and warranties set forth in Article V hereof will be true and correct in all material respects (except those which are already subject to materiality in which case they shall be true) at and as of Purchaser and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.Closing as though then made; (b) All other consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, Buyer shall have been obtained performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing; (c) There shall remain in full force and effectnot be threatened, and instituted or pending any waiting period applicable action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby shall have expired or been terminated.seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the Related Agreements, or (iii) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (cd) No There shall not be any action taken, or any statute, rule, regulation, orderjudgment, decree, proceeding order or injunction shall have been issuedinjunction, enacted, entered, enforced, promulgated, initiated, proposed issued or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of deemed applicable to the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated hereby by any Governmental Authority federal, state or any other Person seeking an injunction against the transactions contemplated by this Agreement foreign court, government or the Transaction Documents shall governmental authority or agency, which would reasonably be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect expected to any limitation set forth therein as to materiality result, directly or Purchaser Material Adverse Effect, as applicable) shall be true and correctindirectly, in each case at and as any of the Closing Date as if made on that date (except consequences referred to in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time), except where any failures to be true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect.Section 8.2(d) hereof; (e) Purchaser There shall not have performed and complied with, been any material adverse change in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed business or complied with by Purchaser at prospects of Buyer (including the termination of employment of Thomas Koll or before the Closing.George Reznik); (f) Seller shall have received a certificateOn the Closing Date, Buxxx xxxx xxve dxxxxxxxx xx Xeller: (i) an executed copy of the Escrow Agreement; (ii) an executed copy of the Security Agreement (as defined in Section 11.5); (iii) an executed copy of the Assignment and Assumption Agreement and of each of the Related Agreements; (iv) an executed certificate substantially in the form set forth in Exhibit H attached hereto, dated the Closing Date and duly executed by an authorized officer of PurchaserDate, in form and substance reasonably satisfactory to Seller, to the effect stating that the conditions specified precedent set forth in Sections 6.2(dsubsections (a), (b), (c), (d) and (e) above have been fulfilled. (g) Purchaser and the Escrow Agent shall have made the deliveries required under Section 2.5.satisfied;

Conditions to Seller’s Obligations. The Seller’s obligations to complete the sale and purchase of Seller to effect the Closing are further Interests shall be subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The notifications receipt by Seller of the Initial Closing Consideration in cash or immediately available funds to an account of Seller, such account as designated in writing by Seller to Purchaser and Seller pursuant no later than two Business Days prior to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated.Closing Date; (b) All other consents and approvals of any Governmental Authority required for the consummation accuracy in all material respects of the transactions contemplated by this Agreement, including all those forth in Section 3.2(b) of the Seller Disclosure Schedule or Section 4.2(c) of the Purchaser Disclosure Schedule, shall have been obtained and shall remain in full force and effect, and any waiting period applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated. (c) No statute, rule, regulation, order, decree, proceeding or injunction shall have been issued, enacted, entered, promulgated, initiated, proposed or enforced by a Governmental Authority that prohibits, restricts or makes illegal the consummation of the transactions contemplated by this Agreement or the Transaction Documents, and no proceeding initiated by any Governmental Authority or any other Person seeking an injunction against the transactions contemplated by this Agreement or the Transaction Documents shall be pending. (d) The representations and warranties made by Purchaser in this Agreement (without giving effect to any limitation set forth therein as to materiality or Purchaser if such representation or warranty is expressly qualified by “materiality” or “Material Adverse Effect,” or words of similar import, then in all respects) as applicable) shall be true and correct, in each case at of the date of this Agreement and as of the Closing Date Closing, except as if expressly made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need specific date, then, only be true and correct as of such specified date or timedate; (c) Purchaser’s execution and delivery to Seller of a Transitional Services Agreement, with certain terms as specifically provided on Exhibit C, and in form and substance as mutually agreed upon by the Parties prior to Closing (the “Transitional Services Agreement”); (d) SMH’s execution and delivery to Seller of a Sublease Agreement, except where any failures with certain terms as specifically provided on Exhibit D, and in form and substance as mutually agreed upon by the Parties prior to be true and correct would not, in Closing (the aggregate, have a Purchaser Material Adverse Effect.“Sublease Agreement”); (e) Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required receipt by this Agreement to be so performed or complied with by Purchaser at or before the Closing. (f) Seller shall have received of a certificate, dated the Closing Date and signed by a duly executed by an authorized officer of Purchaser, certifying (i) that the Closing of the transactions contemplated herein have been duly authorized by Purchaser, (ii) the accuracy in form all material respects of the representations and substance warranties made by Purchaser, and (iii) the fulfillment of those undertakings of Purchaser to be fulfilled prior to or at the Closing in all material respects; (f) the Financial Industry Regulatory Authority (“FINRA”) not having imposed any condition on the operation of SMH pursuant to NASD Conduct Rule 1017(c)(1) or 1017(g) and based on the standards in NASD Rule 1014 that is not reasonably satisfactory acceptable to Seller, to the effect that the conditions specified in Sections 6.2(d) and (e) have been fulfilled.; (g) receipt by Seller of the Purchaser Required Governmental Approvals; (h) receipt by Seller of Seller Required Approvals from Governmental Entities necessary to consummate the Xxxxxxxxx Spinout; and (i) receipt by Seller of such other documents, agreements, certificates and instruments as Seller reasonably requests and as may be necessary or proper to transfer to Purchaser the Escrow Agent shall have made Interests and consummate the deliveries required under Section 2.5transactions set forth in this Agreement.