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

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner HWHH Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (viv) Buyer shall have received authorization from reviewed this Agreement and the New York Stock Exchange transactions contemplated herein (the “NYSETransaction”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments).

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Property shall be subject to satisfaction of compliance by Buyer with the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such date of Closing; : (iiia) Buyer shall have executed and delivered deliver to Seller all documents necessary on the Closing Date the remainder of the Purchase Price, subject to issue the DSS Shares adjustment of such amount pursuant to Seller, as contemplated by this Agreement; Section 2 hereof; (ivb) Buyer shall deliver to Seller or settlement agent on or before the Closing the items set forth in Section 10 above; and (c) The representations and warranties of Buyer contained in this Agreement shall have obtained or made, been true when made and shall be true in all material respects at and as applicable, all consents, authorizations of the date of Closing as if such representations and approvals fromwarranties were made at and as of the Closing, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the New York Stock Exchange (the “NYSE”) for the issuance Closing. If any of the DSS Shares; and conditions set forth in this Section 14 are not met at the time of Closing (vi) as the shareholders of Buyer same may be extended in accordance with this Agreement), then Seller shall have approved this Agreement, and the consummation right to exercise its remedies under Section 9(a) above in the event the failure of the transactions contemplated hereby, including the issuance condition(s) precedent to be satisfied is due to Buyer’s default of the DSS Shares, as and to the extent covenants or agreements required by applicable laws, this Agreement to be performed or complied with by Seller prior to or at the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing.

Conditions to Seller’s Obligations. The obligations obligation of Seller under to consummate the Transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement is subject to the satisfaction of the following conditions, unless waived by Seller: conditions as of the Closing: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Section 3 shall be true and correct correct, in all material respects on respects, at and as of the Closing as though made onthen made; (ii) Purchaser shall have performed and complied with, as ofin all material respects, all of the covenants and with reference agreements required to such be performed by it under this Agreement at or prior to the Closing; ; (iii) Buyer no Proceeding shall be pending in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the Transactions contemplated hereby, and no Order shall have executed been entered preventing the transaction contemplated hereby; (iv) Purchaser shall have delivered to Seller a certificate signed by an officer of Purchaser, in a form reasonably satisfactory to Seller, dated as of the Closing Date, stating that the conditions specified in subsections (i) and (ii) above have been satisfied; and (v) Purchaser shall have delivered to Seller all other agreements and documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated be delivered by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and Purchaser pursuant to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSection 1.7(c).

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer the True Partner Shares) shall be Transactions is subject to the satisfaction of the following additional conditions, unless waived any such condition is waived, in writing, by Seller: : (ia) Buyer Each of TheMaven and Purchaser shall have performed or complied with in all material respects all agreements, their respective agreements and satisfied in all material respects all conditions on its part covenants required to be performed or satisfied hereunder, at or complied with under this Agreement prior to the Closing; ; (iib) all of the The representations and warranties of the Buyer herein shall have been true TheMaven and correct Purchaser set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Section 4 shall be true and correct in all material respects on and as of the Closing Date, except for representations and warranties made as though made onof a specified date, which shall be true and correct in all material respects as of, and with reference to of such Closing; date; (iiic) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange Chief Executive Officer of TheMaven a certificate certifying that the conditions set forth in Sections 2.3(a) and 2.3(b) have been satisfied; (d) Seller shall have received from the “NYSE”Chief Executive Officer of Purchaser a certificate certifying that the conditions set forth in Sections 2.3(a) for and 2.3(b) have been satisfied; (e) TheMaven and Purchaser shall have delivered (i) all of TheMaven and Purchaser deliverables set forth in Section 2.6 and (ii) all other documents required to be delivered by TheMaven and Purchaser on or before the issuance Closing Date; and (f) No Material Adverse Effect shall have occurred or be occurring with respect to TheMaven that continues to constitute a Material Adverse Effect as of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing Date.

Conditions to Seller’s Obligations. The obligations of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to the satisfaction of the following conditions, unless waived by Seller: conditions as of the Closing Date: (ia) Buyer shall have performed The representations and warranties set forth in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; Article IV hereof (ii) all of other than the representations and warranties of the Buyer herein shall have been Seller contained in Sections 4.01, 4.02, 4.06 and 4.07) will be true and correct in all material respects when madeat and as of the Closing Date as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case such representation or warranty shall be as of such earlier date)), shall have continued except for any failure of such representations and warranties to have been be true and correct that has not had a material adverse effect on the financial condition or operating results of Buyer taken as a whole or on the ability of Buyer to consummate the transactions contemplated hereby. The representations and warranties of Seller contained in all respects at all times subsequent theretoSections 4.01, 4.02, 4.06 and 4.07 shall be true and correct in all material respects on and as of the Closing Date, except, in each case, to the extent that any such representations and warranties were made as though made on, of a specified date and as of, and with reference to such Closing; representations and warranties the same shall continue on the Closing Date to have been true in all material respects as of the specified date; (iiib) Buyer shall will have executed 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 will have delivered to Seller all documents necessary to issue a certificate of Buyer executed by a duly authorized officer of Buyer, dated the DSS Shares to SellerClosing Date, as contemplated by this Agreementstating that the preconditions specified in Section 2.03(a) and Section 2.03(b) have been satisfied; and (ivd) Buyer shall will have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations delivered to Seller the items required to consummate the transactions contemplated be delivered by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsin accordance with Section 1.07(b).

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, Sellers to consummate the obligation to transfer the True Partner Shares) shall be Transactions is subject to satisfaction the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived by Seller: Seller Parent: (ia) The representations and warranties set forth in ARTICLE V shall be true and correct (with such representations read for such purposes without materiality qualifications) on the date hereof 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 for inaccuracies that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect. (b) Buyer shall have performed in all material respects all agreements, covenants and satisfied in all material respects all conditions on its part obligations required to be performed or satisfied hereunder, by it under this Agreement at or prior to the Closing. (c) Since the date of this Agreement, no Effects shall have occurred which have had or would reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (d) The Buyer Common Stock shall have been issued pursuant to this Agreement and shall have been approved for listing on NASDAQ, subject to official notice of issuance. (e) Buyer shall have delivered to Seller Parent: (i) each of the documents and deliveries required pursuant to Section 3.2(b); and (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and a certificate dated as of the Closing as though made onDate, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated signed by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws a duly authorized officer of Buyer; (v, certifying that the conditions set forth in Section 10.2(a) Buyer shall and Section 10.2(b) have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbeen duly satisfied.

Conditions to Seller’s Obligations. The obligations of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to the satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all as of the Closing Date: (a) The representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article V shall be true and correct in all material respects on (without giving effect to any limitation as to “materiality” set forth therein) at and as of the Closing Date as though made on, as of, and with reference to such Closing; then made; (iiib) Buyer Purchaser shall have executed performed and delivered complied in all material respects with all of the covenants and agreements required to Seller all documents necessary be performed by it under this Agreement on or before the Closing; (c) The Required Governmental Consents that are required by Applicable Law to issue be obtained prior to the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer Closing shall have been duly sought and obtained or made, and shall be in full force and effect as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and Closing; (vid) the shareholders of Buyer There shall have approved this Agreement, and be no Applicable Law that is in effect that prohibits the consummation of any of the transactions contemplated hereby; (e) Purchaser and Guarantor shall have delivered to Seller the Termination and Release duly executed by Purchaser, including the issuance Guarantor and each of their Affiliates that is a party thereto; and (f) Each of the DSS Shares, as and conditions to closing contained in the extent required GETRAG Corporation Purchase Agreement shall have been fulfilled or irrevocably waived. Any condition specified in this Section 3.2 may be waived by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller in its sole discretion.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, the obligation Sellers to transfer consummate the True Partner Shares) shall be Closing is further subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereundersatisfaction, at or prior to the Closing; (ii) all Closing Date, of the following additional conditions: (a) The representations and warranties of the Buyer each Purchaser contained herein that are qualified as to materiality or material adverse effect shall have been be true and correct in all respects when made, shall have continued to have been true on and correct in all respects at all times subsequent thereto, as of the Closing Date and the representations and warranties of each Purchaser contained herein that are not so qualified shall be true and correct in all material respects on and as of the Closing Date, in each case as though if made on, on and as of, and with reference to of such Closingdate; (iii) Buyer each Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by such Purchaser at or prior to the Closing Date; and the Sellers shall have received a certificate dated the Closing Date signed by an authorized officer of such Purchaser to the foregoing effect; (b) The Shareholders Agreements shall have been executed and delivered to Seller all documents necessary to issue by the DSS Shares to Seller, as contemplated by this Agreementparties thereto other than the Issuer; and (ivc) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer The Issuer shall have received authorization from all documents reasonably requested by it relating to the New York Stock Exchange (the “NYSE”) for the issuance existence of the DSS Shares; and (vi) Purchasers, the shareholders of Buyer shall have approved this Agreementauthority for their entering into, and the consummation of validity of, this Agreement and the transactions contemplated herebyShareholders Agreements, including the issuance of the DSS Shares, as all in form and substance reasonably satisfactory to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsit.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Alset International Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments...

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to take the obligation actions required to transfer be taken by it at the True Partner Shares) shall be Closing is subject to the satisfaction of each of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, precedent at or prior to the Closing; (ii) all , or written waiver of the same in whole or in part executed and delivered by Seller to Buyer at or prior to the Closing: (a) Buyer’s representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article IV shall be true and correct in all material respects (and those representations and warranties that are qualified with the use of the word “material” or similar words shall be true and correct in all respects) on the date of this Agreement and at and as of the Closing Date as though then made onand as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true and correct in all material respects (and those representations and warranties that are qualified with the use of the word “material” or similar words shall be true and correct in all respects) on and as of such date; (b) Buyer shall have performed and complied, in all material respects, with each of its agreements and obligations contained in this Agreement that are contemplated hereunder to be performed prior to or at the Closing; (c) No Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable that prohibits or restricts in any way, or that would reasonably be expected to result directly or indirectly in the prohibition or restriction in any way of, and with reference to such the enforceability of any of Buyer’s obligations under this Agreement, the consummation of any of the transactions contemplated by this Agreement or the Closing; ; (iiid) Buyer shall have executed and delivered to Seller all each of the agreements, certificates, instruments and other documents necessary that Buyer is obligated to issue the DSS Shares execute and deliver pursuant to Seller, as contemplated by this Agreement; (ivSection 2.7(b)(ii) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from2.7(b)(iii), and all declarationssuch agreements, filings certificates and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document instruments so executed and bylaws of Buyer; (v) Buyer delivered shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; be in full force and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentseffect.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this AgreementAgreement are subject to the satisfaction of the following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article V hereof shall be true and correct at and as of the Closing, including all items required under except that any such representation or warranty made as of a specified date (other than the incorporation document date hereof) shall only need to have been true and bylaws correct on and as of Buyer; such date; (vb) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance performed all of the DSS Shares; covenants and agreements required to be performed by it under this Agreement in all material respects prior to the Closing; (vic) the shareholders of Buyer shall have approved this AgreementAll governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated herebyhereby shall have been duly made, including the issuance applied for or waived; and (d) Buyer shall have delivered to Seller all of the DSS Sharesfollowing: (i) a wire transfer or bank draft in immediately available funds of the Closing Payment; (ii) a copy of the Assignment and Assumption Agreement, executed by Buyer; (iii) a certificate of an appropriate officer of Buyer substantially in the form set forth as Exhibit C hereto, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied and setting forth and certifying the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement; and (iv) such other certificates, documents and instruments as Seller or its counsel may reasonably request related to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentstransactions contemplated hereby.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to sell the obligation Repurchase Shares to transfer Buyer at the True Partner Shares) shall be Closing is subject to the satisfaction of the following conditions, unless waived (or waiver by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all Closing of each of the representations following conditions: (a) Each representation and warranties of the warranty made by Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Section 3 below shall be true and correct in all material respects on and as of the Closing Date as though made onas of the Closing Date. (b) All covenants, as of, agreements and conditions contained in this Agreement to be performed or complied with reference by Buyer on or prior to such Closing; the Closing Date shall have been performed or complied with by Buyer. (iiic) Buyer shall have executed and delivered to Seller all documents necessary to issue a certificate, dated the DSS Shares to SellerClosing Date and signed by an authorized signatory of Buyer, as contemplated by this Agreement; certifying that the conditions set forth in Sections 2.2(a) and 2.2(b) above have been satisfied. (ivd) Buyer shall have obtained delivered at or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required prior to consummate the transactions contemplated by this Agreement, including all items required under Closing to Seller or its designee the incorporation document and bylaws of Buyer; Buyer Closing Deliveries. (ve) Buyer The Secondary Offering shall have received authorization from been consummated in accordance with the New York Stock Exchange terms and conditions set forth in the Underwriting Agreement. (For greater certainty all references to the “NYSE”) for the issuance consummation or completion of the DSS Shares; and (vi) Secondary Offering contained herein do not require the shareholders exercise of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and any option granted to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsunderwriters for such offering.)

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS HWH Shares to SellerBuyer, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; and (v) Buyer Seller shall have received authorization from the New York Nasdaq Stock Exchange Market (the “NYSENasdaq”) for the issuance of the DSS HWH Shares; and (vi) , if required by the shareholders of Buyer shall have approved this Agreement, and the consummation rules of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsNasdaq.

Conditions to Seller’s Obligations. The obligations obligation of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement is subject to satisfaction the fulfillment of all of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; Closing Date: (iia) all of the The representations and warranties of the Buyer herein Purchaser contained in Article V qualified as to materiality shall have been be true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent theretocorrect, and those not so qualified shall be true and correct in all material respects on respects, as of the date of this Agreement and as of the Closing Date as though then made onand as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties (except, in each case, to the extent such representations and warranties are made on and as ofof a specified date, in which case such representations and warranties qualified as to materiality shall be true and correct, and with reference those not so qualified shall be true and correct in all material respects, on and as of such specified date). (b) All covenants and agreements of Purchaser to such Closing; be performed hereunder through and including the Closing Date (iii) Buyer shall have executed including all covenants and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations agreements Purchaser would be required to consummate perform at the Closing if the transactions contemplated by this AgreementAgreement were consummated) must have been performed or complied with in all material respects, including other than the covenants and agreements set forth in Section 2.3, which must have been performed or complied with in all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsrespects.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders Board of Directors and/or Shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The Each of the obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) be performed hereunder shall be subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed or complied with, in all material respects respects, all agreementsconditions, obligations, agreements and satisfied in all material respects all conditions on its part covenants contained herein which are to be performed or satisfied hereunder, at complied with by it on or prior to the Closing; Closing Date; (iib) all of the The representations and warranties of the Buyer herein shall have been true and correct contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; Date; (iiic) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance each of the DSS Sharesfollowing, dated as of the Closing Date; (i) Resolutions of the Board of Directors of Buyer, certified by its Secretary or an Assistant Secretary, which authorize the execution, delivery and performance of this Agreement and the documents referred to herein to which it is or is to be a party; and and (viii) A certificate of incumbency certified by the shareholders Secretary or an Assistant Secretary of Buyer certifying the names of the officers of Xxxxx authorized to execute this Agreement and the documents referred to herein to which it is or is to be a party (including the certificates contemplated herein), together with specimen signatures of such officers; and (d) Seller shall have approved this Agreement, and the consummation received each of the transactions contemplated hereby, including the issuance of the DSS Shares, as and documents referred to the extent required herein to which Xxxxx is to be a party duly executed by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsXxxxx.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Property shall be subject to satisfaction of compliance by Buyer with the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such date of Closing; : (iiia) Buyer shall deliver to Title Insurer on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; (b) The representations and warranties of Buyer contained in this Agreement shall have executed been true when made and delivered to Seller shall be true in all documents necessary to issue material respects at and as of the DSS Shares to Sellerdate of Closing as if such representations and warranties were made at and as of the Closing, as contemplated and Xxxxx shall have performed and complied in all material respects with all covenants, agreements and conditions required by this AgreementAgreement to be performed or complied with by Buyer prior to or at the Closing; (c) Execution of the Joint Development Agreement between the Parties; and (ivd) Buyer shall have obtained or madedeliver to Seller a Declaration of Covenants, as applicableConditions, all consents, authorizations and approvals fromRestrictions, and all declarationsEasements, filings and registrations required the terms of which shall limit the quantity of townhome units that can be leased at any given time to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; no more than ten percent (v10%) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) total townhomes located on the shareholders of Buyer Property, which Declaration shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbe recorded at Closing.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Sellers’ obligation to transfer make the True Partner Shares) deliveries required of Sellers at the Closing Date and otherwise consummate the Contemplated Transactions shall be subject to the satisfaction of each of the following conditions, conditions (unless such condition is waived by Seller: Sellers): (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all All of the representations and warranties of the Buyer Purchaser contained herein shall have been true and correct in all respects when made, shall have continued continue to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct at the Closing in all material respects respects, and Purchaser shall have substantially performed or tendered performance of each material covenant on Purchaser’s part to be performed which, by its terms, is required to be performed at or before the Closing, and Sellers shall have received a certificate by an officer of Purchaser, dated as of the Closing as though made onDate, as of, and with reference to such Closing; effect and to the effect that each of the conditions precedent to Closing set forth in Sections 4.1 and 4.3 either have been satisfied or have been waived by Purchaser. (iiib) Buyer Purchaser shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including tendered delivery of all items required to be delivered by Purchaser under Section 3.3. (c) No action, suit or other proceedings that is not stayed by the incorporation document and bylaws of Buyer; (v) Buyer Bankruptcy Court shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and be pending before any Governmental Body seeking or threatening to restrain or prohibit the consummation of the transactions contemplated herebyContemplated Transactions, including or seeking to obtain substantial damages in respect thereof, or involving a Claim that consummation thereof would result in the issuance violation of any Legal Requirement of any Governmental Body having appropriate jurisdiction. (d) The Bankruptcy Court shall have entered the Sale Order in accordance with Section 9 below, and the Sale Order shall not have been reversed or stayed as of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing Date.

Conditions to Seller’s Obligations. The All obligations of Seller under this Agreementhereunder are, (includingat the option of Seller, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditionsconditions that, unless waived by Seller: at the Closing: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the All representations and warranties of the Buyer herein shall have been true and correct made in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement by Purchaser shall be true and correct in all material respects on and as of the Closing Date in all material respects. (ii) Purchaser shall have tendered the required documents and certificates at the Closing as though made on, as of, and with reference to such Closing; set forth in Section 4 hereof. (iii) Buyer The payment described in Section 3 hereof due at the Closing shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated been paid by this Agreement; Purchaser. (iv) Buyer shall have obtained All corporate action necessary to authorize (a) the execution, delivery and performance by Purchaser of this Agreement and any other agreements or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required instruments contemplated hereby to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; which Purchaser is a party and (vib) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions and performance of its other obligations contemplated herebyhereby and thereby shall have been duly and validly taken by Purchaser, including and the issuance Seller shall have been furnished with copies of all applicable resolutions adopted by the board of directors of Purchaser, certified by the Secretary of Purchaser. (v) Purchaser shall have repaid in full Seller's term loan and working capital line of credit with PNC Bank (the "Loans"), or Purchaser shall have assumed such Loans; provided, that in the event of the DSS Sharesassumption by Purchaser of the Loans, as Seller, the Shareholders, and any of their respective affiliates shall have been relieved of any obligations relating to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsLoans.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer consummate the True Partner Shares) shall be Transactions at the Closing is subject to satisfaction satisfaction, or written waiver by Seller, of each of the following conditions, unless waived by Seller: : (a) (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall this Agreement must be true and correct in all material respects (except to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties shall be true and correct in all respects); and (ii) Buyer must have performed and complied with all of its covenants and obligations under this Agreement to be performed by it prior to or at the Closing. (b) on or before the Closing, Buyer shall have delivered the following to Seller, in form and as of substance satisfactory to Seller, acting reasonably: (i) the Closing as though made onEscrow Agreement, as ofexecuted by Buyer and the Escrow Agent; (ii) the Non-Competition Agreements, and with reference to such Closing; executed by Buyer; (iii) Buyer shall have the Employment Agreement, executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; Buyer; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Transition Services Agreement, including all items required under the incorporation document and bylaws of executed by Buyer; ; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and Lease Agreement, executed by Buyer; (vi) the shareholders Asset Purchase Note, executed by Buyer; (vii) a wire transfer of Buyer shall have approved this AgreementUS$16,364,935, being an amount equal to the Purchase Price less (i) the aggregate value of the Assumed Liabilities; (ii) the Escrow Amount; and (iii) the principal amount of the Asset Purchase Note; (viii) confirmation that a wire transfer equal to the Escrow Amount has been made to the Escrow Agent; and (ix) such other documents as Seller may reasonably request for the purpose of (A) evidencing the accuracy of Buyer’s representations and warranties hereunder; (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by Buyer hereunder; (C) evidencing the consummation satisfaction of any condition referred to in this Section 7.2, or (D) otherwise facilitating the performance of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsTransactions.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer the True Partner Shares) transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, unless waived by Seller: (i) except such conditions as Seller may waive: 6.1 Buyer shall have performed complied in all material respects with all agreements, and satisfied in all material respects all conditions on of its part agreements contained herein required to be performed or satisfied hereunder, complied with at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals fromDate, and all declarations, filings of the 6.2 All action (including notifications and registrations filings) that shall be required to be taken by Buyer in order to consummate the transactions contemplated hereby shall have been taken, and all consents, approvals, authorizations and exemptions from third parties that shall be required in order to enable Seller to consummate the transactions contemplated hereby shall have been duly obtained. 6.3 No order of any court or governmental or regulatory authority or body which restrains or prohibits the transactions contemplated hereby shall be in effect on the Closing Date and no suit or investigation by this Agreement, including all items required under any government agency to enjoin the incorporation document and bylaws transactions contemplated hereby or seek damages or other relief as a result thereof shall be pending or threatened in writing as of Buyer; (v) Buyer the Closing Date. 6.4 Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance Buyer all of the DSS Shares; documents and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, other items required to be delivered at Closing as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsprovided in Section 2.3 herein.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to close the obligation to transfer transaction and deliver the True Partner Shares) documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions, unless waived by conditions (“Seller’s Conditions”) on or before the Closing Date: (ia) Buyer Purchaser shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part or before the Closing Date the obligations required to be performed by it on or before the Closing Date. (b) Purchaser shall have completed all the deliveries and actions required to be made by Purchaser under Section 7.02 and elsewhere in this Agreement. (c) There shall be no material breach of any of Purchaser’s representations, warranties and covenants set forth in this Agreement. (d) There shall not then be any pending or, to the knowledge of either Purchaser or Seller, threatened litigation against Purchaser 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 may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Purchaser. If any of Seller’s Conditions is not satisfied hereunder, at or has not been so waived by notice to Purchaser prior to the Closing; (ii) all of Closing Date, Seller shall give written notice to Purchaser describing the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained condition or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.conditions 26

Conditions to Seller’s Obligations. The obligations of Seller under to consummate the closing of the transaction contemplated in this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to satisfaction the satisfaction, at or before the Closing, of the following conditions, unless waived by Seller: conditions set forth in this Section 5.2: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall this Agreement will be true and correct in all material respects on and as of the Closing Date, except for representations which address matters as though made onof a particular date, in which case such representations will be true and correct as of, and with reference to of such Closing; particular date. (iiib) Buyer will have performed and complied with all covenants and obligations under this Agreement required to be performed and complied with by such parties as of the Closing. (c) the Buying Parties shall have executed and (i) delivered to the Seller’s Account the Closing Cash in accordance with Section 2.3(a); and (ii) deposited the Closing Shares with the Escrow Agent pursuant to Section 2.3(b); (d) Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or madereceived the Assignment and Assumption Agreement, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations duly executed by Buyer; (e) Seller shall have received each other document required to consummate be delivered to the transactions contemplated by Buying Parties pursuant to this Agreement, including all items required under the incorporation Escrow Agreement. Any agreement or document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved to be delivered to Seller pursuant to this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable lawsSection 5.2, the rules form of which is not attached to this Agreement as an exhibit, shall be in form and regulations of the NYSE or by the provisions of any governing instrumentssubstance reasonably satisfactory to Seller.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, to consummate and effect the obligation to transfer the True Partner Shares) shall be Transactions are subject to the satisfaction of the following conditions(or, unless waived if permitted by applicable Law, written waiver by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all , of each of the representations and warranties following conditions: (a) (i) the Fundamental Representations of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on as of the date hereof and as of the Closing Date (except that those representations and warranties that specifically address matters only as though made onof a particular date shall remain true and correct in all respects as of such date) and (ii) all of the other representations and warranties of Buyer in Article VI shall be true and correct as of the date hereof and as of the Closing Date (except that those representations and warranties that specifically address matters only as of a particular date shall remain true and correct in all material respects as of such date) in all material respects (except for those representations and warranties qualified by material, as ofmateriality or similar expressions, which shall be true and with reference to such Closing; correct in all respects); (iiib) Buyer shall have executed performed and complied with, in all material respects, all of its covenants and agreements in this Agreement to be performed prior to or at the Closing; and (c) each of the following documents must have been delivered to Seller all documents necessary Seller: (i) payments pursuant to issue the DSS Shares and in accordance with Section 2.7(b); (ii) a certificate duly executed by Xxxxx, in form and substance reasonably satisfactory to Seller, as contemplated confirming satisfaction of the conditions in clauses (a) and (b); (iii) the Assignment and Assumption Agreement duly executed by this Agreement; Xxxxx; (iv) Buyer with respect to each Assumed Lease, an Assignment and Assumption of Lease duly executed by Xxxxx and, if necessary, Xxxxx’s signature shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; be witnessed and/or notarized; (v) with respect to the Wakefield Lease, a sublease agreement, on commercially reasonable terms mutually agreeable to Buyer and Bank, duly executed by Xxxxx, and, if necessary, Xxxxx’s signature shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and be witnessed and/or notarized; (vi) the shareholders of Buyer shall have approved this Agreement, and Owned Real Property Lease duly executed by Xxxxx; (vii) the consummation of Transition Services Agreement duly executed by Xxxxx; (viii) the transactions contemplated hereby, including License Agreement duly executed by Xxxxx; (ix) the issuance of Client Services Agreement duly executed by Xxxxx; (x) the DSS Shares, as and Referral Agreement duly executed by Xxxxx; and (xi) any other documents reasonably required from Seller to consummate the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsTransactions.

Conditions to Seller’s Obligations. The Subject to Article XIII, the obligations of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to satisfaction the fulfillment prior to or contemporaneously with the Closing of each of the following conditions, unless any of which may be waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer Purchaser contained herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall will be true and correct in all material respects on (except to the extent qualified by materiality, Material Adverse Effect or similar qualifications, which representations and warranties shall be true and correct in all respects) at and as of the Closing as though such representations and warranties had been made onat and as of such time (except that those representations and warranties which address matters only as of a particular stated date shall be so true and correct as of such particular stated date); all terms, as of, covenants and conditions of this Agreement to be complied with reference and performed by Purchaser at or prior to such Closingthe Closing will have been duly complied with and performed in all material respects; (iii) Buyer shall and Purchaser will have executed and delivered to Seller all documents necessary a certificate dated as of the Closing Date and signed on behalf of Purchaser by an appropriate officer thereof to issue the DSS Shares to Sellerforegoing effect; (b) As of the Closing, as contemplated by this Agreement; (iv) Buyer no order, writ, injunction or decree shall have obtained been entered into or madeshall be in effect that restrains, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation enjoins or invalidates any of the transactions contemplated hereby, including the issuance ; and (c) Purchaser shall have delivered to Seller each of the DSS Shares, as and items to the extent required be delivered by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsPurchaser pursuant to Section 10.2.

Conditions to Seller’s Obligations. The obligations of Seller under to consummate the transactions contemplated by this Agreement, Agreement are subject to the satisfaction or waiver of the following conditions as of the Closing Date: (including, without limitation, the obligation to transfer the True Partner Sharesa) The representations and warranties set forth in (i) Article IV (other than those representations and warranties that address matters as of particular dates) shall be subject to satisfaction true as of the following conditionsdate hereof and the Closing Date as though then made (disregarding all qualifications or limitations as to “materiality” or “Buyer Material Adverse Effect”) and (ii) Article IV that address matters as of particular dates shall be true as of such dates (disregarding all qualifications or limitations as to “materiality” or “Buyer Material Adverse Effect”), unless waived by Seller: except, in the case of each of clause (i) and (ii), where the failures of such representations and warranties to be true do not, individually or in the aggregate, constitute a Buyer Material Adverse Effect; (b) Buyer shall have performed in all material respects all agreements, of the covenants and satisfied in all material respects all conditions on its part agreements required to be performed or satisfied hereunder, by it under this Agreement at or prior to the Closing; ; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iiic) Buyer shall have made the payment of the cash consideration in the amount calculated pursuant to Section 1.02 to be made by it on the Closing Date; (d) Buyer shall have delivered to Seller a certificate of Buyer, dated the Closing Date and executed by an executive officer of Buyer, stating that the conditions specified in Section 2.03(a) and (b) above have been satisfied; (e) The Transition Services Agreement shall have been executed by Seller and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this AgreementBuyer; and (ivf) Buyer shall have obtained or made, as applicable, all consents, authorizations the consents and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (vreleases identified on Section 2.03(f) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSchedules.

Conditions to Seller’s Obligations. The obligations obligation of Seller under the Sellers to sell the Interests and to cause the sale of the Interests pursuant to the provisions of this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) Agreement shall be subject to the satisfaction at or before the Closing of the following conditions, unless which may be waived by Seller: the Sellers’ Representative: (ia) Buyer the Purchaser shall have performed and complied in all material respects all agreements, with its covenants and satisfied in all material respects all conditions on its part agreements contained herein and the Sellers’ Representative shall have received a certificate to be performed or satisfied hereunder, at or prior to this effect from an executive officer of the Closing; Purchaser; (iib) all of the representations and warranties of the Buyer herein shall have been true and correct Purchaser contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article III of this Agreement shall be true true, correct and correct complete in all material respects on at and as of the Closing as though made on, as ofDate, and with reference to such Closing; (iii) Buyer the Sellers’ Representative shall have received a certificate to this effect from an executive officer of the Purchaser; (c) the Company shall have entered into Employment Agreements with each of the Sellers; (d) the Company shall have entered into Consulting Agreements with the Sellers’ Affiliates; (e) the Purchaser shall have entered into the Escrow Agreement with each of the Sellers, the Sellers’ Representative, and the Escrow Agent; (f) the Amended Operating Agreement shall have been executed and delivered to Seller by all documents necessary to issue parties thereto; and (g) the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer Sellers’ Representative shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance been elected a director of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation Purchaser effective as of the transactions contemplated hereby, including Closing with the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsDirector Terms.

Conditions to Seller’s Obligations. The obligations In addition to any other of Seller under Seller’s conditions to Closing as described in this Agreement, (including, without limitation, the obligation of Seller to transfer consummate the True Partner Shares) shall be transactions contemplated by this Agreement are subject to the satisfaction of the following conditions, unless waived by Seller: conditions precedent: (ia) Buyer Purchaser shall have performed in performed, observed and complied with all material respects all of the covenants, agreements, conditions and satisfied in all material respects all conditions obligations required of Purchaser under this Agreement on its part to be performed or satisfied hereunder, at or prior to before the Closing; Closing Date. (iib) all All of the representations and warranties of the Buyer herein Purchaser contained in this Agreement shall have been true and correct in all materials respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on the Closing Date with the same effect as if made on and as of such date. (c) All instruments and documents required to be delivered by Purchaser pursuant to this Agreement (including, without limitation, the Closing as though made on, as of, instruments and documents described in Section 9.2 hereof) shall have been delivered to the appropriate recipient and shall be in form and substance consistent with reference to such Closing; the requirements herein. (iiid) Buyer BHM Member shall have executed and delivered to the BR Allure Venture Agreement. If any of the foregoing conditions are not satisfied as of the Closing Date, Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained the right (in addition to any right Seller may have under Section 13.1 in the event that the non-satisfaction of a condition is as a result of a breach or madedefault by Purchaser) to (x) terminate this Agreement by notice given to Purchaser, as applicablewhereupon no party hereto shall have any rights or obligations hereunder except for the Surviving Obligations, all consentswhich shall survive such termination, authorizations or (y) at Seller’s sole option, to waive any unsatisfied condition and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The Closing Date for each Option and the obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this AgreementAgreement for such Option are, including all items required under in addition to the incorporation document other terms and bylaws conditions of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, subject to the satisfaction of the following conditions set forth in this Section 2.7.2, any one or more of which may be waived in writing in whole or in part by Seller in its sole discretion: (a) the representations and warranties of Buyer Agent set forth in Article 3 of this agreement shall be true on and as of the Closing Date for such Option as if the same were made on and as of such Closing Date; and (b) Buyer Agent shall have fully and timely performed, in all material respects, all covenants and obligations required by this Agreement and the consummation other Program Documents for such Option to be performed by Buyer Agent on or prior to the Closing Date for such Option; and (c) The applicable Beneficial Interest Holders, or Buyer Agent on their behalf, shall have remitted the applicable Purchase Price to the Funding Account; and (d) Bxxxx shall have executed and deposited with Seller all of the transactions contemplated hereby, including Buyer Agent/PTT Post-Closing Documents applicable to such Option (which may be delivered during the issuance of month following the DSS Shares, as and applicable Closing Date); and (e) With respect to the extent required by applicable lawsfirst Closing Date for the purchase of Options hereunder, Servicer shall have delivered to Buyer Agent a supplement to the rules existing sub-servicing agreement between Servicer and regulations Initial Sub-servicer (as defined in the Servicing Agreement) for purposes of placing the NYSE or by Options to be purchased hereunder within the provisions scope of any governing instrumentssuch sub-servicing agreement, in form and substance acceptable to Buyer Agent in its reasonable discretion.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer perform the True Partner Shares) shall Transactions contemplated to be performed on or about the Closing Date is subject to satisfaction satisfaction, or written waiver by Seller, of each of the following conditions, unless waived by Seller: : (a) (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall in this Agreement must have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct accurate in all material respects on and as of the date hereof and must be accurate in all material respects as if made on the Closing as though made onDate, as of(ii) Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and with reference to such Closing; (iii) Buyer shall have executed and delivered must deliver to Seller all documents necessary at the Closing a certificate, in the form reasonably satisfactory to issue Buyer, confirming satisfaction of the DSS Shares to Seller, as contemplated by this Agreement; conditions in clauses (ivi) and (ii) above. (b) Buyer shall have obtained or made, execute a license agreement with Seller in the form attached hereto as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange Exhibit B (the “NYSELicense Agreement”) for granting Seller a non-exclusive, worldwide, royalty-free, non-assignable license to use the issuance of Marks solely to sell any finished goods inventory held by Seller on the DSS Shares; Closing Date that bears any such Marks. (c) The Procedures Order and (vi) the shareholders of Buyer Approval Order shall have approved this Agreementbeen entered and shall not have been appealed, and the consummation of the transactions contemplated herebymodified, including the issuance of the DSS Sharesamended, as and to the extent required by applicable lawsdissolved, the rules and regulations of the NYSE revoked or by the provisions of any governing instrumentsrescinded.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to SellerBuyer, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document ; and bylaws of Buyer; (v) Buyer Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) , if required by the shareholders of Buyer shall have approved this Agreement, and the consummation rules of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsNYSE.

Conditions to Seller’s Obligations. The obligations of Seller Seller’s obligation to sell and deliver the Transferred Assets to Purchasers and to consummate the transactions contemplated under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) Agreement shall be subject to satisfaction the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Seller: (i) Buyer except to the extent Seller shall have performed waived in all material respects all agreementswriting such satisfaction: (a) No provision of any applicable law or regulation and no order, and satisfied in all material respects all conditions on its part to be performed judgment, injunction or satisfied hereunder, at or prior to the Closing; (ii) all decree of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and any Governmental Entity shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained effect which restrains or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and prohibits the consummation of the transactions contemplated hereby, including and no suit, action, investigation, inquiry or other legal or administrative proceeding shall have been instituted by a Governmental Entity and shall remain pending on the issuance Closing Date, which challenges the validity or legality of the DSS Shares, transactions contemplated hereby. (b) All of Purchasers’ representations and warranties set forth in ARTICLE 4 hereof shall be true and correct as of the Closing Date except that those representations and warranties which address matters only as of a particular date shall have been true and correct only as of such date. (c) Each of the Purchasers shall have duly performed or complied with its respective covenants and obligations under this Agreement to be performed prior to the extent required by applicable lawsClosing. (d) Purchasers shall have delivered: (i) immediately available funds equal to the Closing Cash Payment in the manner provided in Section 2.1(a) above; and (ii) to Seller, the rules and regulations of the NYSE or by the provisions of any governing instrumentsitems set forth in Section 3.3 above.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, to consummate the obligation transactions to transfer be performed by Seller in connection with the True Partner Shares) shall be Closing are subject to satisfaction of the following conditions, unless waived : 8.2.1. all of the representations and warranties contained in Article 3 or made by Seller: (i) Buyer shall in any other Ancillary Agreement other than Buyer Fundamental Representations must have performed been accurate in all material respects all agreements, as of the date hereof and satisfied must be accurate in all material respects as if made on the Closing Date, and all conditions of Buyer Fundamental Representations must have been accurate in all respects as of the date hereof and must be accurate in all respects as if made on its part the Closing Date; 8.2.2. Buyer must have performed and complied in all material respects with all of their covenants and agreements in this Agreement to be performed prior to or satisfied hereunderat the Closing; 8.2.3. Buyer shall have delivered to Seller the Closing a certificate, in form and substance reasonably satisfactory to Seller, confirming that each of the conditions specified above in Sections 8.2.1 through 8.2.2 are satisfied; 8.2.4. Seller shall have received the Cessation Variance; 8.2.5. there shall not be any order in effect preventing consummation of any of the Contemplated Transactions or any proceeding seeking to restrain, prevent, change or delay the consummation of any of the Contemplated Transactions; and 8.2.6. Buyer shall have delivered to Seller each of the items set forth in Section 7.1. Seller may waive any condition specified in this Section 8.2 if it executes a writing so stating at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreementat the Closing are subject, (includingat the option of Seller, without limitation, to the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, waiver at or prior to the Closing; (ii) all Closing of the following conditions precedent: (a) All representations and warranties of the Buyer herein shall have been true and correct contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects on (considering the transaction as a whole and disregarding any qualifications with respect to materiality or material adverse effect) at and as of the Closing in accordance with their terms as if such representations and warranties were remade at and as of the Closing, and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing in all material respects; (b) Seller shall have received a certificate dated as of the Closing, executed by the president, vice president or other duly authorized officer of Buyer to the effect that (i) the statements in Section 10.1(a) are true at and as of the Closing as though made on, as ofto Buyer, and with reference to such Closing(ii) the covenants and agreements of Buyer contained in Article VIII have been performed in all material respects; and (iiic) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required The waiting period under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and HSR Act applicable to the consummation of the transactions contemplated herebyhereby shall have expired, including the issuance notice of the DSS Sharesearly termination shall have been received, as or a consent order issued (in form and substance satisfactory to the extent required Seller) by or from applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsGovernmental Authorities.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner DSS Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS AEI Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from reviewed this Agreement and the New York Stock Exchange (the “NYSE”) for transactions contemplated herein, including the issuance of the DSS SharesAEI Shares with Nasdaq and received reasonable assurances that the transactions contemplated hereby do not violate Nasdaq’s listing rules; and (vi) the shareholders stockholders of Buyer shall have approved this Agreement, Agreement and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, hereby as and to the extent required by applicable laws, the rules and regulations of the NYSE or Nasdaq and by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller's obligation to transfer consummate the True Partner Shares) shall be transactions contemplated by this Purchase Agreement is subject to the occurrence and/or satisfaction of each of the following conditions for Seller's benefit (or Seller's waiver thereof, it being agreed that Seller may waive any or all of such conditions, unless waived by Seller: ) on or before the Close of Escrow or on such other the dates as may be designated below for the satisfaction of such conditions: (ia) Buyer shall will have timely performed in all material respects all agreements, and satisfied in all material respects all conditions on its part of the obligations required to be performed by Buyer under this Purchase Agreement on or satisfied hereunderbefore the dates provided under this Purchase Agreement for the performance of such obligations, at or prior to including the Closing; (ii) all Deposit of the Cash Payment and the Termination Payment into the Escrow; (b) All representations and warranties of the made by Buyer herein shall have been true and correct to Seller in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall this Purchase Agreement will be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; Close of Escrow; (iiic) Buyer Seller shall have executed entered into extensions of its existing solid waste collections and recycling contracts with the County of Humboldt and the City of Eureka which shall provide for a term of not less than ten (10) years from the Close of Escrow; (d) The Assessment shall have been completed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.parties;

Conditions to Seller’s Obligations. The Sellers’ obligations of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer transactions contemplated hereby in connection with the True Partner Shares) shall be Closing are subject to satisfaction or waiver of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein set forth in Article IV shall have been true and correct in all material respects when made, (except that any representation or warranty that is qualified by materiality shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects respects) on the date hereof and as of the Closing (except to the extent expressly made as though of an earlier date, in which case as of such date as if made on, at and as of, and with reference to of such Closing; date); (iiib) Buyer shall have executed performed and delivered to Seller complied with its covenants and agreements hereunder through the Closing in all documents necessary to issue material respects; (c) the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer Bankruptcy Court shall have obtained or made, as applicable, all consents, authorizations and approvals fromentered the Sale Order, and all declarationsno Order staying, filings and registrations required to consummate reversing, modifying, or amending the Sale Order shall be in effect on the Closing Date; (d) no material Decree shall be in effect that prohibits consummation of any of the transactions contemplated by this Agreement, including all items required under ; (e) duly executed counterparts to the incorporation document Agency Agreement for Buyer and bylaws of Buyer; (v) Buyer Agent shall have received authorization from the New York Stock Exchange been delivered to Sellers; and (the “NYSE”f) for the issuance of the DSS Shares; and (vieach payment contemplated by Section 2.5(a) the shareholders of Buyer to be made to Sellers shall have approved this Agreementbeen made, and the consummation of the transactions each delivery contemplated hereby, including the issuance of the DSS Shares, as and by Section 2.5(c) to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbe delivered to Sellers shall have been delivered.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, Agreement to close the obligation to transfer transactions contemplated hereunder as of the True Partner Shares) Closing shall be subject to satisfaction the satisfaction, or waiver by Seller, of each of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article 5 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though through made onat and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of, and with reference to such Closing; of that specified date); (iiib) Buyer shall have executed performed and delivered to Seller complied in all documents necessary to issue the DSS Shares to Sellermaterial respects with all covenants, as contemplated agreements, obligations and conditions required by this Agreement; Agreement to be performed or complied with by Buyer on or prior to the Closing Date; (ivc) Buyer No Order shall have obtained or made, as applicable, all consents, authorizations been issued which is in effect and approvals from, and all declarations, filings and registrations required to consummate has the effect of making the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws Agreement illegal or otherwise restraining or prohibiting consummation of Buyer; such transactions; (vd) Buyer shall have received authorization from delivered to Seller the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreementexecuted documents as provided in Section 3(c), and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required applicable, in the forms attached as Exhibits hereto; and (e) Seller shall be reasonably satisfied that each of (i) the Waiver and Consent Agreement, and (ii) the Reciprocal Release, has been duly authorized, delivered and executed by applicable laws, the rules and regulations each of the NYSE or by the provisions of any governing instrumentsother parties thereto.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to ---------------------------------- consummate the transactions contemplated by this AgreementAgreement is subject to the satisfaction of the following conditions at or prior to Closing: (a) Each representation and warranty of Purchaser contained in this Agreement shall be true, including accurate, and complete in all items material respects as of the date of Closing and shall be deemed to have been remade at and as of the date hereof and as of the Closing. (b) Purchaser shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Purchaser prior to or at the Closing and shall have delivered all documents, certificates, and instruments required to be delivered under the incorporation document and bylaws terms of Buyer; this Agreement. (vc) Buyer Purchaser shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance taken all corporate and other actions and obtained all of the DSS Shares; consents necessary for Purchaser to execute, deliver and (vi) the shareholders of Buyer shall have approved perform this Agreement, . (d) There shall not have been issued and the in effect any injunction or similar legal order prohibiting or restraining consummation of any of the transactions contemplated herebyby this Agreement and no legal action or governmental investigation which might reasonably be expected to result in any such injunction or order shall be pending or threatened. (e) There shall not have occurred any material adverse change, including or any event or circumstance which could result in a material adverse change to the issuance business of the DSS SharesPurchaser. (f) The ARIS Stock will not be required to be registered, pursuant to the Securities Act of 1933, and thus shall be exempt from registration, as and to the extent required by applicable laws, the rules and regulations a consequence of the NYSE or transaction contemplated by the provisions of any governing instrumentsthis Agreement.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer the True Partner Shares) shall be transaction contemplated hereby is subject to satisfaction fulfillment of all of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Section 7: (iia) all of the representations Each and warranties of the Buyer herein shall have been every representation and warranty made by Purchaser will be true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects as if originally made on and as of the Closing as though made Date; (b) All obligations of Purchaser to be performed hereunder through, and including on, as of, and with reference to such Closing; the Closing Date (iii) Buyer shall have executed and delivered to Seller including all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations obligations which Purchaser 12 48 would be required to consummate perform at the Closing if the transactions contemplated hereby were consummated) will have been fully performed in all respects; (c) No suit, proceeding or investigation will have been commenced or threatened by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and any governmental authority on any grounds to prohibit the consummation of the transactions contemplated hereby, including the issuance ; (d) The obtaining of each of the DSS SharesRequired Approvals, so long as Seller satisfies its obligations set forth in Section 3.1 and Section 3.3. (e) Purchaser shall have delivered the documents required to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbe delivered to Seller pursuant to Section 5.2. (f) The conditions herein shall be deemed satisfied if satisfied in all material respects.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, Agreement to close the obligation to transfer transactions contemplated hereunder as of the True Partner Shares) Closing shall be subject to satisfaction the satisfaction, or waiver by Seller, of each of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article 4 shall be true and correct in all material respects on and as of the Closing Date with the same effect as though through made onat and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of, and with reference to such Closing; of that specified date); (iiib) Buyer shall have executed performed and delivered to Seller complied in all documents necessary to issue the DSS Shares to Sellermaterial respects with all covenants, as contemplated agreements, obligations and conditions required by this Agreement; Agreement to be performed or complied with by Buyer on or prior to the Closing Date; (ivc) Buyer No Order shall have obtained or made, as applicable, all consents, authorizations been issued which is in effect and approvals from, and all declarations, filings and registrations required to consummate has the effect of making the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws Agreement illegal or otherwise restraining or prohibiting consummation of Buyer; such transactions; (vd) Buyer shall have received authorization from delivered to Seller the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreementexecuted documents as provided in Section 2.4(b), and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable lawsapplicable, in the rules and regulations forms attached as Exhibits hereto; and (e) Buyer shall have consummated the acquisition of all of the NYSE or issued and outstanding shares of the Company owned by the provisions of any governing instrumentsCW Merchandize Liquidators, LLC.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer consummate the True Partner Shares) shall be Transactions at the Closing is subject to satisfaction satisfaction, or written waiver by Seller, of each of the following conditions, unless waived by Seller: : (a) (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall this Agreement must be true and correct in all material respects (except to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties shall be true and correct in all respects); and (ii) Buyer must have performed and complied with all of its covenants and obligations under this Agreement to be performed by it prior to or at the Closing. (b) on or before the Closing, Buyer shall have delivered the following to Seller, in form and as substance satisfactory to Seller, acting reasonably: (i) the Escrow Agreement, executed by Buyer and the Escrow Agent; (ii) the Non-Competition Agreements, executed by Buyer; (iii) the Employment Agreement, executed by Buyer; (iv) the Transition Services Agreement, executed by Buyer; (v) a wire transfer of US$28,719,900, being an amount equal to the Purchase Price less (i) the aggregate value of the Closing Assumed Liabilities; and (ii) the Escrow Amount; (vi) confirmation that a wire transfer equal to the Escrow Amount has been made to the Escrow Agent; and (vii) such other documents as though made on, as Seller may reasonably request for the purpose of (A) evidencing the accuracy of Buyer’s representations and warranties hereunder; (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed or complied with reference to such Closingby Buyer hereunder; (iiiC) Buyer shall have executed and delivered evidencing the satisfaction of any condition referred to Seller all documents necessary to issue in this Section 6.2, or (D) otherwise facilitating the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance performance of the DSS SharesTransactions. (c) there must not be any Proceeding pending or threatened against Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with the Transactions; and or (viii) may have the effect of preventing, delaying, making illegal or interfering with the Transactions; and (d) the shareholders of Buyer shall have approved this Agreement, and the consummation performance of the transactions contemplated herebyTransactions must not, including the issuance directly or indirectly, with or without notice or lapse of the DSS Sharestime, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of violate any governing instrumentsLaw.

Conditions to Seller’s Obligations. The obligations of the Seller to consummate the transactions contemplated under this Agreement, (including, without limitation, Agreement and the obligation to transfer the True Partner Shares) shall be Transaction Agreements are subject to satisfaction the fulfillment and satisfaction, prior to or at the time of the Closing, of each of the following conditionsconditions precedent, unless waived any one or more of which may be waived, in part or in full, by Seller: (i) Buyer shall have performed the Company in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the writing: 8.3.1 The representations and warranties of the Buyer herein shall have been true contained in this Agreement (and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and any other Transaction Agreement delivered by Buyer pursuant hereto) shall be true true, correct and correct complete in all material respects on and as of the Closing. 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 as though made on, as of, and with reference to such Closing; (iii) Buyer Date shall have executed and been duly complied with, performed or satisfied in all material respects on or before such date. 8.3.3 Buyers shall have delivered to Seller all documents necessary to issue the DSS Shares to Seller, directly or through an intermediary, to Company: (a) the Initial Cash Payment, the Lease Deposit Reimbursement, and, if any, the Apportioned Obligations Reimbursement (as contemplated defined in Section 13.5); (b) any document or instrument reasonably requested by Seller to evidence Buyer’s assumption of all obligations under the Lease; (c) duly executed counterparts to this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, Agreement and all declarationsother Transaction Agreements to which such Buyer is a party; and (d) such other bills of sale, filings assignments, certificates of title and registrations required other documents of transfer as may be reasonably requested by Seller in order to consummate convey to Buyer good and marketable title to all of the Assets and in order to carry out the intentions and purposes of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby all as duly executed by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to sell and deliver the obligation Securities and the Foreign Assets to transfer the True Partner Shares) shall be Buyer is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditions, unless waived by Seller: : (i) The representations and warranties of Buyer made in this Agreement shall be true and correct on and as of the Closing, as though made on and as of the Closing Date except for (1) changes contemplated by this Agreement or attributable to matters disclosed by Buyer in the Schedules hereto, (2) those representations and warranties that address matters only as of a particular date (which shall be true and correct as of that date), and (3) breaches or inaccuracies of representations and warranties that do not, individually or in the aggregate, have a Material Adverse Effect; (ii) Buyer shall have performed in all material respects all agreements, and satisfied the covenants of Buyer contained in all material respects all conditions on its part this Agreement required to be performed or satisfied hereunder, at or prior to by the time of the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue a certificate dated the DSS Shares to SellerClosing Date and signed by duly authorized signatories of Buyer, in the form of Exhibit B, confirming the satisfaction of the foregoing clauses (i) and (ii). (b) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as contemplated by this Agreement; of the Closing which restrains or prohibits the purchase and sale of the Securities or the Foreign Assets. (ivc) Buyer Any applicable waiting period under the HSR Act, including any extensions of such waiting period, shall have obtained expired and any investigations by either DOJ or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated FTC (by this Agreement, including all items required under the incorporation document and bylaws means of Buyer; (va request for additional information or otherwise) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbeen terminated.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer transactions contemplated hereby in connection with the True Partner Shares) shall be Closing are subject to satisfaction or waiver of the following conditions, unless waived by Seller: : (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein set forth in Section 19 shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on the date hereof and as of the Closing as though made on, as of, and with reference to such Closing; in all material respects; (iiiii) Buyer shall have executed performed and delivered to Seller complied with all documents necessary to issue of its covenants and agreements hereunder through the DSS Shares to SellerClosing in all material respects, as including application for receipt of the applicable Licenses; (iii) the transactions contemplated by this Agreement; Agreement shall have been authorized or deemed authorized pursuant to the De Minimis Sale Order; (iv) Buyer no material Decree shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate be in effect that prohibits consummation of any of the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; ; (v) Buyer shall have received authorization approval from the New York Stock Exchange (the “NYSE”) appropriate Governmental Authorities for the issuance transfer of the DSS SharesLicenses; and and (vi) the shareholders of Buyer each payment contemplated by Section 3 to be made to Seller shall have approved this Agreementbeen made, and the consummation of the transactions each delivery contemplated hereby, including the issuance of the DSS Shares, as and by Section 13(b) to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbe delivered to Seller shall have been delivered.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller under this Agreement, (including, without limitation, Section 2 hereof with respect to the obligation to transfer the True Partner Shares) shall be Participation are subject to the satisfaction or the Seller’s written waiver of the following conditions, unless waived by Seller: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer Participant herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on the Closing Date; (b) the Participant shall have performed all of its obligations hereunder to be performed or completed by it on or before the Closing Date, if any; (c) the Seller shall have (i) received this Agreement and as the relevant Certificate, duly executed on behalf of the Participant, on or before the Closing as though made on, as ofDate, and (ii) if applicable under Section 2(b) hereof, shall have accepted such Certificate in writing; and (d) contemporaneously with reference the sale of the Participation, other participations in the Loans shall be sold so as to such Closingeffect the sale of participations in 100% of the aggregate Loan Amount of the Loans on terms no more favorable than those provided in this Agreement. 4. Conditions to the Participant’s Obligations. The Participant’s obligations under Section 2 hereof with respect to the Participation are subject to the satisfaction by the Seller or the Participant’s written waiver of the following conditions: (a) the representations and warranties of the Seller herein shall be true and correct in all material respects on the Closing Date; (iiib) Buyer the Seller shall have executed performed all of its obligations hereunder to be performed or completed by it on or before the Closing Date; and delivered to Seller all documents necessary to issue (c) the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer Participant shall have received authorization from this Agreement and the New York Stock Exchange (the “NYSE”) for the issuance relevant Certificate duly executed on behalf of the DSS Shares; and (vi) Seller duly delivered, on or before the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing Date. 5.

Conditions to Seller’s Obligations. The obligations obligation of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement is subject to the satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to before the Closing; (ii) all . To the extent permitted by applicable law, Seller, in its sole discretion, may elect to waive, in whole or in part, any of the following conditions: (a) The representations and warranties of the Buyer herein set forth in Article III that are qualified as to materiality, or in Sections 3.01, 3.02 or 3.03, shall have been be true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent theretocorrect, and those that are not so qualified shall be true and correct in all material respects respects, in each case, as of the date of this Agreement, and as of the Closing with the same force and effect as if made on and as of the date of this Agreement, and as of the Closing with the same force and effect as if made on and as of the Closing (except to the extent expressly made as though made onof a particular date, in which case, solely as of, and with reference to of such Closing; date); (iiib) Buyer shall have executed performed, in all material respects, each of the covenants and delivered agreements required to Seller all documents necessary be performed and complied with by Buyer under this Agreement prior to issue the DSS Shares Closing; (c) The waiting period applicable to Seller, as the consummation of the transaction contemplated by this AgreementAgreement under the HSR Act shall have expired or been terminated; and (ivd) Buyer shall have obtained delivered, or madecaused to be delivered, to Seller all of the following: (i) the Purchase Price; (ii) the Pre-Paid Amounts; (iii) a certificate, duly executed by an officer of Buyer and dated as applicableof the Closing Date, all consentscertifying that, authorizations to such officer’s knowledge, the conditions set forth in Sections 7.02(a) and approvals from, (b) have been satisfied or waived; (iv) countersignatures to any deliverables referenced in Section 7.01(d) to the extent required by such deliverables; and (v) such other documents and all declarations, filings and registrations required instruments as are reasonably necessary to consummate effectuate or evidence the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations Seller’s obligation to make the deliveries required of Seller under this Agreement, (including, without limitation, at the obligation to transfer the True Partner Shares) Closing Date shall be subject to the satisfaction or waiver by Seller of each of the following conditions, unless waived by Seller: . (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all All of the representations and warranties of the Buyer contained herein shall have been true and correct in all respects when made, shall have continued continue to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct at the Closing in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; respects. (iiib) Buyer shall have executed delivered, or shall be prepared to deliver at the Closing, all cash and other documents required of Buyer to be delivered at the Closing, including without limitation the Closing Payment in good funds. Buyer shall have delivered to Seller appropriate evidence of all documents necessary to issue partnership or similar action by Buyer in connection with the DSS Shares to Sellertransactions contemplated hereby, including, without limitation: (a) certified copies of resolutions duly adopted by Buyer’s partners, mangers or board of directors, as the case may be, approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ivb) Buyer shall have obtained a certificate as to the incumbency of partners, officers or mademembers, as applicablethe case may be, all consents, authorizations of Buyer executing this Agreement and approvals from, and all declarations, filings and registrations required to consummate any instrument or other document delivered in connection with the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; . (vc) Buyer The Bankruptcy Court shall have received authorization from entered the New York Stock Exchange (Approved Order, as set forth in this Agreement and such Approved Order shall be consistent with the “NYSE”) for the issuance Agreement and shall not have been stayed as of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing Date.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer iii)Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer,; (v) Buyer Seller shall have received authorization from the New York Nasdaq Stock Exchange Market LLC (the “NYSENasdaq”) ), if required according to its rules, for the issuance of the DSS Shares; and (vi) the shareholders of Buyer Seller shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE Nasdaq or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations Each and every obligation of Seller Sellers under this Agreement, (including, without limitation, Agreement to be performed on or before the obligation Closing Date and to transfer effect the True Partner Shares) transaction contemplated hereby shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions, unless waived : (a) The representations and warranties made by Seller: (i) Buyer Purchaser in this Agreement shall have performed be true in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made onat and as of such time (except to the extent such representations and warranties are made as of a specified date, in which case as of, and with reference to of such Closing; specified date); (iiib) Buyer Purchaser shall have executed performed and complied in all material respects with all obligations and agreements required by the Agreement to be performed or complied with by it prior to or at the Closing Date; (c) Purchaser shall have delivered to Seller all documents necessary Sellers a certificate of its President, dated as of the Closing Date, certifying to issue the DSS Shares to Seller, as contemplated by this Agreement; fulfillment of the foregoing conditions; (ivd) Buyer Purchaser shall have obtained or made, delivered to Sellers a certificate of its secretary certifying as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the resolutions of the Board of Directors of Purchaser authorizing the transactions contemplated by this Agreement, including all items required under Agreement and the incorporation document incumbency of the officers signing this Agreement and bylaws of Buyerany other agreements or certificates delivered in connection herewith; and (ve) Buyer Purchaser shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreementcompleted, executed, and submitted the consummation Notification of the transactions contemplated herebySale, including the issuance of the DSS SharesTransfer, as and or Assignment in Bulk (Form C-9600) to the extent required by applicable laws, the rules and regulations Division of the NYSE or by the provisions of any governing instrumentsTaxation.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required each Stockholder to consummate the transactions contemplated by this Agreement, including all items required under Agreement is subject to the incorporation document satisfaction or waiver of the following conditions on or before the Closing Date: (a) The representations and bylaws warranties set forth in Article IV hereof will be true and correct on the date hereof and at and as of Buyer; the Closing Date as though then made and Buyer shall have furnished Seller with such certificates and other documents evidencing the truth of such representations and warranties; (vb) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance performed and complied in all material respects with all of the DSS Shares; covenants and (vi) agreements required to be performed by it under this Agreement prior to the shareholders of Closing and Buyer shall have approved furnished Seller with such certificates and other documents evidencing the performance of such covenants, agreements and conditions as Seller shall have reasonably requested; (c) Buyer and Seller shall have agreed upon the Allocation Statement; (d) Buyer shall have delivered to Seller the Purchase Price and the other payments specified in Section 1.5(b)(v); and (e) Buyer shall have delivered to Seller (i) a certificate from Buyer in the form set forth in Exhibit D attached hereto, dated the Closing Date, stating that the conditions specified in Sections 2.2(a)-(d) have been satisfied, (ii) certified copies of the resolutions of Buyer's board of directors approving the transactions contemplated by this Agreement, and the consummation of (iii) such other documents or instruments as Seller may request to effect the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, to effect the obligation to transfer the True Partner Shares) transactions contemplated hereby shall be subject to satisfaction fulfillment on or prior to the Closing Date of each of the following conditions, unless any one or more of which may be waived in whole or in part by Seller: Seller in writing: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all each of the representations and warranties of Buyer contained in this Agreement, (i) to the Buyer herein extent qualified by materiality, shall have been be true and correct in all respects when madeand (ii) to the extent not qualified by materiality, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects 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 though made on, of a specific date need be true and correct only as of, of such date and with reference (y) as contemplated or permitted by this Agreement to such Closing; change between the date of this Agreement and the Closing Date); (iiib) Buyer shall have executed performed and delivered to Seller complied with all documents necessary to issue the DSS Shares to Selleragreements, as contemplated covenants, obligations and conditions required by this Agreement; Agreement to be performed or complied with by it at or prior to the Closing Date; (ivc) Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, from a senior executive officer of Buyer confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 6.2; (d) the parties hereto shall have made or obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate Governmental Consents set forth on Section 6.2(d) of the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; Company Disclosure Schedule;; (ve) Buyer Seller shall have received authorization from the New York Stock Exchange Aggregate Cash Consideration; (the “NYSE”) for the issuance of the DSS Shares; and (vif) the shareholders of Buyer parties shall have approved this executed the Distribution Agreement, and ; (g) Seller shall have obtained the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.necessary consents on Schedule 6.2(g); and (h) 338(h)(10)

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Property shall be subject to satisfaction of compliance by Buyer with the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such Closing; Date: (iiia) Buyer shall have executed and delivered deliver to Seller upon the Closing the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof, and Buyer shall deliver all documents necessary required to issue be delivered by Buyer under Section 10 hereof; and (b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the DSS Shares to SellerClosing Date as if such representations and warranties were made at and as of the Closing, as contemplated by this Agreement; (iv) and Buyer shall have obtained or madeperformed and complied in all material respects with all covenants, as applicable, all consents, authorizations agreements and approvals from, and all declarations, filings and registrations conditions required to consummate the transactions contemplated by this AgreementAgreement to be performed or complied with by Buyer prior to or at the Closing. If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer then Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved right to terminate this Agreement, and upon such termination the consummation of Xxxxxxx Money shall be disbursed to Seller and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein. If the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions failure of any governing instrumentscondition precedent to Seller’s obligations set forth in this Section 14 arises as a result of a default by Buyer under this Agreement, Seller shall have the remedies available to Seller in Section 9(a).

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Properties and proceed to Closing on the terms and conditions of this Agreement shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such Closing; Date: (iiia) Buyer shall have executed and delivered deliver to Seller upon the Closing the remainder of the Purchase Price as adjusted pursuant to Section 2 hereof; and (b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all documents necessary to issue material respects at and as of the DSS Shares to SellerClosing Date as if such representations and warranties were made at and as of the Closing, as contemplated by this Agreement; (iv) and Buyer shall have obtained or madeperformed and complied in all material respects with all covenants, as applicable, all consents, authorizations agreements and approvals from, and all declarations, filings and registrations conditions required to consummate the transactions contemplated by this AgreementAgreement to be performed or complied with by Buyer prior to or at the Closing. If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer then Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved right to terminate this Agreement, and upon such termination the consummation Xxxxxxx Money shall be refunded to Buyer and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. In the event of the transactions contemplated hereby, including the issuance failure of the DSS Sharescondition precedent to Seller’s obligations set forth in Section 14(a), as and Seller shall have the remedies available to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller in Section 9(a).

Conditions to Seller’s Obligations. The obligations obligation of Seller under to sell the Stock pursuant to the provisions of this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) Agreement shall be subject to the satisfaction at or before the Closing of the following conditions, unless which may be waived (to the extent legally permitted) by Seller: : (ia) Buyer Purchaser shall have performed and complied in all material respects with its covenants and agreements contained herein and Seller shall have received a certificate to this effect from an executive officer of Purchaser; (b) The representations and warranties of Purchaser contained in Article III of this Agreement shall be true, correct and complete in all agreements, and satisfied respects (in the case of any representation or warranty containing a materiality qualification) or in all material respects all conditions on its part to be performed (in the case of any representation or satisfied hereunder, warranty without any materiality qualification) at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing Date as though if made on, at and as ofof such date, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization a certificate to this effect from the New York Stock Exchange an executive officer of Purchaser; (the “NYSE”c) for the issuance of the DSS Shares; All necessary approvals, consents and (vi) the shareholders of Buyer releases shall have approved this Agreementbeen obtained from any Governmental Entity whose approval, and consent or release is necessary for the consummation of the transactions contemplated hereby; (d) Seller shall have received the opinion of Broad and Cassel, including counsel to Purchaser, contemplated by Section 1.3(a)(iii) herexx; xxd (e) The waiting period applicable to the issuance consummation of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations purchase of the NYSE Stock by Purchaser under the HSR Act shall have expired or by the provisions of any governing instrumentsbeen earlier terminated.

Conditions to Seller’s Obligations. The Close of Escrow and Seller’s obligations of Seller under to consummate the transaction contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to the satisfaction of the following conditionsconditions for Seller’s benefit (or Seller’s waiver thereof, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed as Seller may waive any or satisfied hereunder, at or prior to the Closing; (ii) all of such conditions) on or before the Closing Date or the dates designated below for the satisfaction of such conditions: (a) All of Purchaser’s representations and warranties of the Buyer herein shall have been true and correct contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects on as of the Effective Date and as of the Closing as though Date; (b) As of the Closing Date, Purchaser has performed its obligations hereunder and all deliveries to be made on, as of, and with reference to such Closing; (iii) Buyer at Close of Escrow by Purchaser shall have executed 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 Purchaser, that would materially and delivered adversely affect Purchaser’s ability to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by perform its obligations under this Agreement; and (ivd) Buyer There shall have obtained exist no pending or madethreatened action, as applicablesuit or proceeding with respect to Purchaser before or by any court or administrative agency which seeks to restrain or prohibit, all consentsor to obtain damages or a discovery order with respect to, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and Agreement or the consummation of the transactions transaction contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer transactions contemplated hereby in connection with the True Partner Shares) shall be Closing are subject to satisfaction or waiver by Seller of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of : i. the representations and warranties of the Buyer herein set forth in Section 18(b) shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on the date hereof and as of the Closing (except to the extent expressly made as though of an earlier date, in which case as of such date as if made onat and as of such date), as of, except where the failure of such representations and with reference warranties to such Closing; (iii) be so true and correct has not had and would not reasonably be expected to have a material impact or delay the ability of Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) herein; ii. Buyer shall have received authorization from performed and complied in all material respects with the New York Stock Exchange (covenants contained in this Agreement which are required to be performed and complied with by it on or prior to the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer Closing Date; iii. each payment contemplated by Section 1 to be made to Seller shall have approved this Agreementbeen made, and each delivery contemplated by Section 9(b) to be delivered to Seller shall have been delivered; iv. Seller shall have closed under the consummation of asset purchase agreement relating to Seller’s vehicle rental business under the transactions contemplated herebyHertz brand at certain locations in Anchorage, Alaska; v. no Governmental Authority, including the issuance of Bankruptcy Court, shall have enacted, issued, promulgated, enforced or entered any Legal Restraint; and vi. the DSS SharesBankruptcy Court shall have entered the Sale Order and such Sale Order shall be effective and shall not have been reversed, as and to the extent required by applicable lawsmodified, the rules and regulations of the NYSE amended or by the provisions of any governing instrumentsstayed.

Conditions to Seller’s Obligations. The obligations Seller's obligation to make the deliveries required of Seller under this Agreement, (including, without limitation, at the obligation to transfer the True Partner Shares) Closing Date shall be subject to the satisfaction or waiver by Seller of each of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all . 4.1.1 All of the representations and warranties of the Buyer contained herein shall have been true and correct in all respects when made, shall have continued continue to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct at the Closing in all material respects, all covenants and obligations to be performed by Buyer prior to the Closing shall have been performed in all material respects on and as an executive officer of Buyer shall have certified the Closing as though made on, as of, and with reference foregoing to such Closing; (iii) Seller in writing. 4.1.2 Buyer shall have executed and delivered to Seller all each of the documents necessary reasonably requested by Seller pursuant to issue Section 1.3. 4.1.3 Seller shall have received the DSS Shares to Sellertotal Purchase Price, as contemplated less any amount held by this Agreement; (iv) the Escrow Agent under Section 2.1.3, in immediately available funds. 4.1.4 Buyer shall have obtained or madedelivered to Seller appropriate evidence of all necessary action by Buyer in connection with the transactions contemplated hereby, as applicableincluding, all consents, authorizations without limitation: (a) certified copies of resolutions duly approving and approvals from, and all declarations, filings and registrations required authorizing Buyer to consummate enter into the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by Buyer of this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vib) a certificate as to the shareholders incumbency of officers of Buyer shall have approved executing this Agreement, Agreement and the consummation of any instrument or other document delivered in connection with the transactions contemplated hereby, including by this Agreement (the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments"Officer's Certificate").

Conditions to Seller’s Obligations. The obligations of ---------------------------------- Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to satisfaction satisfaction, prior to or at the Closing Date, of each of the following conditions, unless conditions (all or any of which may be waived in whole or in part by the Seller: ): (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer contained herein shall have been true and correct in all material respects when mademade and, except as otherwise provided or permitted herein or except as consented to by the Seller in writing or as otherwise contemplated by this Agreement, shall have continued continue to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on, as ofat the Closing Date, and with reference to such Closing; (iii) the Buyer shall have executed performed and delivered to Seller complied with, in all documents necessary to issue the DSS Shares to Sellermaterial respects, as contemplated all agreements, obligations and conditions required by this Agreement; Agreement to be performed or complied with by it prior to or at the Closing Date. (ivb) Buyer No action, suit or proceeding relating to the trans actions contemplated hereby shall have obtained be instituted by any party and remain pending, in which there is, or madelikely to be sought, as applicablea temporary, all consentspreliminary or permanent judgment, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the order or decree restraining or enjoining consummation of the transactions contemplated hereby. (c) All approvals, including agreements, and consents of any parties, necessary to the issuance Seller's consummation of the DSS Shares, as transactions contemplated by this Agreement shall have been obtained by the Buyer and delivered to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner AI Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and an d warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS AEI Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from reviewed this Agreement and the New York Stock Exchange (the “NYSE”) for transactions contemplated herein, including the issuance of the DSS SharesAEI Shares (the “Transaction”), with the Nasdaq Stock Exchange (“Nasdaq”) and received reasonable assurances that the Transaction does not violate Nasdaq’s listing rules; and (vi) the shareholders of Buyer shall have approved this Agreement, Agreement and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, Transaction as and to the extent required by applicable laws, the rules and regulations of the NYSE or Nasdaq and by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to close the obligation to transfer transaction and deliver the True Partner Shares) documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions, unless waived by conditions ("Seller: 's Conditions") on the Closing Date: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the Buyer's representations and warranties set forth in Section 6 of the Buyer herein this Agreement shall have been true and correct in all material respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, made and shall be true and correct in all material respects on at and as of the Closing as though if such representations and warranties were made onas of the Closing, except for representations and warranties made as ofof a specified date which shall be true and correct in all material respects at and as of such date. (b) All covenants, conditions and other obligations under this Agreement that are to be performed or complied with reference by Buyer shall have been fully performed and complied with in all material respects on or prior to such the Closing; , including, without limitation, the delivery of the fully executed instruments and documents in accordance with Section 8.3. (iiic) Buyer shall have executed and delivered to Seller all documents necessary to issue a certificate executed by a duly authorized executive officer of Buyer in the DSS Shares to form of Exhibit E, stating that the conditions set forth in subsections (a) and (b) of this Section 10.1 have been satisfied. Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) 's Conditions are solely for the issuance benefit of the DSS Shares; Seller and (vi) the shareholders of Buyer may be waived only by Seller. Any such waiver or waivers shall have approved this Agreement, be in writing and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and shall be delivered to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsBuyer.

Conditions to Seller’s Obligations. The Seller’s obligations to proceed with the sale of Seller the Property under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Contract are subject to the satisfaction of each of the following conditions, unless conditions (any of which may be waived in whole or in part in writing by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, Seller at or prior to the Closing; Closing Date for the Property): (iia) all The Conditions in this Contract for the benefit of the representations and warranties of the Buyer herein shall Seller have been satisfied or waived in writing by Seller; and (b) All representations, warranties, and covenants of Buyer in this Contract are true and correct accurate and free of violation to the extent such matters remain conditions to Closing as provided in all respects when madeSection 7.2 above; and (c) Buyer will have deposited the Purchase Price in escrow with Escrow Holder, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects less a credit for the balance owed on and any Loan as of the Closing as though made on, as of, and with reference to such Closing; and (iiid) Buyer shall have executed and delivered or caused to be delivered to Seller all the Title Company the documents necessary and instruments required herein to issue the DSS Shares to Seller, as contemplated be delivered by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Sharesat Closing; and (vie) the shareholders of Buyer and Seller shall have approved this terminated the Aspen Master Lease with respect to the Aspen Property pursuant to the Lease Termination Agreement; and (f) [intentionally deleted]; and (g) Contemporaneously with the Closing, Buyer and Scrub Oak shall have closed the consummation sale by Scrub Oak to Buyer of the transactions contemplated hereby, including Scrub Oak Properties pursuant to the issuance terms of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.Scrub Oak Contract. 8.3

Conditions to Seller’s Obligations. The Seller’s obligations to proceed with the sale of Seller the Property under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Contract are subject to the satisfaction of each of the following conditions, unless conditions (any of which may be waived in whole or in part in writing by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, Seller at or prior to the Closing; Closing Date for the Property): (iia) all The Conditions in this Contract for the benefit of the representations and warranties of the Buyer herein shall Seller have been satisfied or waived in writing by Seller; and (b) All representations, warranties, and covenants of Buyer in this Contract are true and correct accurate and free of violation to the extent such matters remain conditions to Closing as provided in all respects when madeSection 7.2 above; and (c) Buyer will have deposited the Purchase Price in escrow with Escrow Holder, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects less a credit for the balance owed on and any Loan as of the Closing as though made on, as of, and with reference to such Closing; and (iiid) Buyer shall have executed and delivered or caused to be delivered to the Title Company the documents and instruments required herein to be delivered by Buyer at Closing; and (e) Buyer and Seller all documents necessary shall have terminated the Aspen Master Lease with respect to issue the DSS Shares Aspen Property pursuant to Seller, as contemplated by this the Lease Termination Agreement; and (ivf) [intentionally deleted]; and (g) Contemporaneously with the Closing, Buyer and Scrub Oak shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required closed the sale by Scrub Oak to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) Scrub Oak Properties pursuant to the shareholders of Buyer shall have approved this Agreement, and the consummation terms of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsScrub Oak Contract.

Conditions to Seller’s Obligations. The obligations of the Seller under this Agreement, (including, without limitation, to convey and contribute the obligation to transfer Transferred Assets on the True Partner Shares) Closing Date shall be subject to the satisfaction of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the All representations and warranties of the Buyer herein shall have been true and correct Borrower contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Purchase Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date; (b) The Borrower shall have performed all other obligations required to be performed by the provisions of this Purchase Agreement and as not be in default hereunder; (c) Agent and the other financial institutions party thereto under the Seller Loan Agreement shall have delivered to Borrower their consent(s) to the sale and transfer of the Closing as though made on, as ofTransferred Assets to Borrower, and with reference to such Closing; (iii) Buyer Agent and the other financial institutions party thereto under the Seller Loan Agreement shall have executed filed and recorded or delivered to Seller all Borrower for filing and recording such termination statements, releases of mortgages, and documents necessary of similar import in order to issue terminate and extinguish their security interest in the DSS Shares to Seller, as contemplated by this Agreement; Transferred Assets; (ivd) Buyer No Manager Default shall have obtained occurred and then be continuing or made, as applicable, all consents, authorizations result from the transfer of such Transferred Assets; and (e) All corporate and approvals from, legal proceedings and all declarations, filings and registrations required to consummate instruments in connection with the transactions contemplated by this AgreementPurchase Agreement shall be satisfactory in form and substance to the Seller, including all items required under and the incorporation document and bylaws of Buyer; (v) Buyer Seller shall have received authorization from the New York Stock Exchange Borrower copies of all documents (the “NYSE”including, without limitation, records of corporate proceedings) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of relevant to the transactions herein contemplated hereby, including as the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller may reasonably have requested.

Conditions to Seller’s Obligations. The obligations of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to the satisfaction (or waiver by Seller in writing) of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to as of the Closing; : (iia) all of the representations and warranties of the Buyer herein shall have been true and correct Purchaser set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article V shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing as though if made on, at the Closing (except that any such representations and warranties that are made as of, of a specified date shall be true and with reference to correct only as of such Closing; date); (iiib) Buyer Purchaser shall have executed performed and delivered complied with in all material respects the covenants and agreements required to Seller all documents necessary be performed or complied with by Purchaser under this Agreement prior to issue the DSS Shares to Seller, as contemplated by this Agreement; Closing; (ivc) Buyer no Order of any Governmental Authority shall have obtained been entered that would prevent, or madeProceeding pending seeking to prevent, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by performance of this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and Agreement or the consummation of any of the transactions contemplated hereby, including declare unlawful the issuance transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) Purchaser shall have delivered to Seller each of the DSS Shares, as and deliverables for which each it is obligated to deliver under Section 3.3; and (e) the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsCFIUS Clearance shall have been obtained.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer the True Partner Shares) shall be Closing is subject to satisfaction the fulfillment, to Seller’s reasonable satisfaction, prior to or at Closing, of each of the following conditions, unless provided that these conditions are for Seller’s sole benefit and may be waived by Seller: Seller at any time in its sole discretion by providing Purchaser with prior written notice thereof: (i) Buyer Purchaser shall have performed in all material respects all agreements, duly executed and satisfied in all material respects all conditions on its part delivered this Agreement to be performed or satisfied hereunder, at or prior to the Closing; Seller. (ii) all of Purchaser shall have delivered to Seller the Purchase Price (as defined below) in accordance with Section 2 below. (iii) The representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Purchaser shall be true and correct in all material respects on as of the date when made and as of the Closing Date as though originally made onat that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as ofof such specific date), and with reference to such Closing; (iii) Buyer Purchaser shall have executed performed, satisfied and delivered to Seller complied in all documents necessary to issue material respects with the DSS Shares to Sellercovenants, as contemplated agreements and conditions required by this Agreement; Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date. (iv) Buyer No action, proceeding, investigation, regulation or legislation shall have obtained been instituted, threatened or madeproposed before any court, as applicablegovernmental agency or authority or legislative body to enjoin, all consentsrestrain, authorizations and approvals fromprohibit or obtain substantial damages in respect of, and all declarations, filings and registrations required to consummate this Agreement or the consummation of the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; . (v) Buyer All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to Seller and Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance all such counterpart originals or certified or other copies of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, such documents as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller may reasonably request.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner HWHW Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (viv) Buyer shall have received authorization from reviewed this Agreement and the New York Stock Exchange transactions contemplated herein (the “NYSETransaction”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments).

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Property shall be subject to satisfaction of compliance by Purchaser with the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the date of Closing: (A) Purchaser shall deliver to Seller on the Closing Date the remainder of the Purchase Price, subject to adjustment of such amount pursuant to the terms of this Agreement; (B) Purchaser shall deliver to Seller or settlement agent on or before the Closing the items set forth in Section 11 above that are to be executed by Purchaser; and (C) The representations and warranties of Purchaser contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as though if such representations and warranties were made on, at and as ofof the Closing, and with reference to such Closing; (iii) Buyer Purchaser shall have executed performed and delivered complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Purchaser prior to or at the Closing. If any of the conditions set forth in this Section 29 are not met at the time of Closing, then Seller all documents necessary shall have the right (to issue be exercised in its sole discretion) to declare this Agreement terminated in which event the DSS Shares Deposit shall be paid to Seller, as contemplated by and thereafter neither party shall have any further liability hereunder, except for any obligations which expressly survive termination of this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to the satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; Closing Date, all or any of which may be waived in writing by Seller: (iia) all of the All representations and warranties of the made by Buyer herein shall have been true in this Agreement and correct in all respects when made, shall have continued any written statements delivered to have been true and correct in all respects at all times subsequent thereto, and Seller under this Agreement shall be true and correct in all material respects on as of the Effective Date and as of the Closing Date as though made onon such date. (b) Buyer shall have performed, as ofsatisfied and complied in all material respects with all obligations and covenants of Buyer required by this Agreement to be performed or complied with by it on or prior to the Closing Date. (c) Buyer shall have delivered to Seller all documents required to be delivered by Buyer hereunder, and with reference to all such Closing; documents shall have been properly executed by Buyer, if applicable. (iiid) Buyer shall have executed and delivered to Seller all documents necessary to issue (i) the DSS Shares to Seller, Assignment and Assumption and Xxxx of Sale in the form attached hereto as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals fromExhibit A, and all declarations(ii) the Release in the form attached hereto as Exhibit B, filings in each case dated and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance effective as of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing Date.

Conditions to Seller’s Obligations. The respective obligations of Seller under Sellers to consummate the closing of the transaction contemplated in this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to satisfaction the satisfaction, at or before the Closing, of the following conditionsconditions set forth in this Section 5.2: (a) there shall be no suit, unless waived action, investigation or proceeding pending or threatened before any court, agency or other governmental authority by Seller: (i) Buyer shall have performed which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing, in all material respects all agreementswhole or in part, and satisfied in all material respects all conditions on its part to be performed no injunction, judgment, order, decree or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and ruling with respect thereto shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; effect; (iiib) Buyer shall have executed and delivered to Seller Sellers a certificate stating that (i) the representations and warranties of Buyer contained in Article 4 are true and correct in all documents necessary material respects at and as of the Closing as though then made, and (ii) Buyer has performed or caused to issue have been performed in all material respects all of the DSS Shares to Seller, as contemplated covenants and agreements required by this Agreement; Agreement to be performed by Buyer prior to the Closing; (ivc) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required delivered written instructions to consummate Escrow Agent to release the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; Purchase Price to Sellers; (vd) Buyer Sellers shall have received authorization from the New York Stock Exchange each other document required to be delivered to Sellers pursuant to this Agreement; and (the “NYSE”e) for the issuance each of the DSS Shares; and (viconditions set forth in Section 5.1(g) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbeen satisfied.

Conditions to Seller’s Obligations. The obligations obligation of Seller under to complete the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement is subject to the satisfaction or waiver of each of the following conditions, unless waived by Seller: conditions precedent (in addition to those contained in Section 8.1): (a) the representations and warranties of the Buyers contained in this Agreement (i) that are (A) qualified as to materiality or by reference to a Material Adverse Effect will be accurate in all respects or (B) not so qualified will be accurate in all material respects in each case as of the date of this Agreement and (ii) will be accurate in all respects in each case disregarding any material, materiality or Material Adverse Effect qualifications and in each case as of the Closing Date (except that any such representations or warranties which expressly relate to an earlier date need only have been accurate as of such date) as though made on the Closing Date (without taking into account any amendments or supplements made to any disclosure schedules delivered by Buyer), except with respect to this clause (ii) where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to prohibit or materially delay Buyers from consummating the transactions contemplated herein or Buyers or Parent from performing their obligations hereunder; (b) Buyer shall will have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part each of the obligations it is required to be performed or satisfied hereunder, perform at or prior to the Closing; and (iic) Seller will have received from Buyer all of the representations certificates and warranties of the Buyer herein shall have been true and correct other documents specified in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSection 3.3.

Conditions to Seller’s Obligations. The obligations of Seller Seller's obligation under this Agreement, (including, without limitation, Contract to sell the obligation Property to transfer the True Partner Shares) shall be Purchaser is subject to satisfaction the fulfillment of each of the following conditions, unless conditions (all or any of which may be waived by Seller: ): (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer Purchaser contained herein shall have been true be true, accurate and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made onDate; (b) Purchaser shall have delivered the funds required hereunder and all the documents to be executed by Purchaser set forth in Section 8.2(b) and shall have performed, as ofin all material respects, all other covenants, undertakings and obligations, and complied with reference all conditions required by this Contract to such be performed or complied with by Purchaser at or prior to Closing; and (iiic) Buyer The Existing Lender shall have executed and delivered consented to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance sale of the DSS Shares; and (vi) Property pursuant to this Contract, the shareholders assumption by Purchaser of Buyer shall have approved this Agreementthe obligations with respect to the Existing Loans, and the consummation release of Seller from all liability under the Existing Loan Documents accruing from and after the Closing; provided that Seller may not refuse to sell the Property based upon a failure of the transactions contemplated hereby, including the issuance of the DSS Shares, condition set forth in this Section 7.2(c) if Seller has failed to comply with its obligations as and set forth in this Contract related to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsExisting Loans.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to SellerBuyer, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; and (v) Buyer Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) , if required by the shareholders of Buyer shall have approved this Agreement, and the consummation rules of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsNYSE.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer the True Partner Shares) shall be Closing is subject to satisfaction the fulfillment, prior to or at the Closing, of each of the following conditions, unless conditions (any or all of which may be waived by Seller: ): (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all each of the representations and warranties of the Buyer herein shall have been be true and correct in all material respects when madeon and as of the date hereof and on and as of the Closing Date as though made on and as of the Closing Date, shall have continued except to have been true the extent that such representations and correct in all respects at all times subsequent theretowarranties expressly relate to an earlier date, which representations and warranties shall be true and correct in all material respects on and as of such date, or representations and warranties which are qualified by materiality, which representations and warranties shall be true and correct in all respects; provided, that this condition shall be deemed satisfied unless such failures to be true and correct, individually and in the Closing as though made onaggregate, as of, and with reference to such Closing; constitute a Material Adverse Change; (iiib) Buyer shall have executed performed and delivered to Seller complied, in all documents necessary to issue the DSS Shares to Seller, as contemplated respects with all obligations and covenants required by this AgreementAgreement to be performed or complied with by it prior to or at the Closing Date; provided, that this condition shall be deemed satisfied unless such failures to perform or comply, individually and in the aggregate, constitute a Material Adverse Change; (ivc) Buyer shall have obtained or madeall material licenses, as applicableauthorizations, all consents, authorizations orders and regulatory approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) any Governmental or Regulatory Authority or Securities Regulatory Body necessary for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated herebyhereby or in connection with the continuation of any material license, including the issuance permit order or approval of any Governmental or Regulatory Authority or Securities Regulatory Body shall have been obtained and shall be in full force and effect; (d) Seller shall have received copies of the DSS SharesClosing Date Releases duly executed by the Executives, as Seller and to the extent required by applicable lawsCompany, the rules and regulations each of the NYSE or by Resignation and Releases and the provisions of any governing instrumentsClosing Date Releases shall be in effect and shall not have been revoked; and (e) Buyer shall have satisfied its obligations under Section 10.5.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) Property to Purchaser and to otherwise consummate the transactions contemplated hereby shall be subject to the satisfaction of the following conditions, unless waived by Seller: conditions precedent on and as of the Closing Date: (ia) Buyer all representations and warranties of Purchaser contained in this Agreement shall have performed been true when made and shall be true in all material respects all agreementsat and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and satisfied Purchaser shall have performed and complied in all material respects with all covenants, agreements and conditions on its part required by this Agreement to be performed or satisfied hereunder, at or complied with by Purchaser prior to or at the Closing; . At Closing, Seller shall execute and deliver to Purchaser a Seller's Closing Certificate (ii"Seller's Closing Certificate") in the form of Schedule 8.01(a) attached hereto, certifying to Purchaser that all of the such representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be are true and correct in all material respects on and as of, the Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date that would make any such representation or warranty untrue or incorrect in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; Date. (iiib) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from (directly or by delivery into escrow with the New York Stock Exchange Title Company) all of Purchaser's Closing Documents (the “NYSE”as set forth in Section 8.04 below). (c) for the issuance Seller shall have received payment of the DSS Shares; Purchase Price in accordance with Section 1.02 and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, such other amounts as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsare due Seller hereunder.

Conditions to Seller’s Obligations. The obligations of Seller under to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following conditions, unless any or all of which may be waived by SellerSeller in its sole discretion, in whole or in part: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all each of the representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be Section 2 is true and correct in all material respects on and as of the Closing as though made onDate, as of, and with reference to such Closing; (iiiii) Buyer shall have executed performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, (iii) the Company shall have provided evidence reasonably satisfactory to Seller of the Company’s consent to the transfer of the Purchased Warrant, (iv) the Company shall have delivered to Seller all documents necessary a new warrant, pursuant to issue Section 2.1(d) of the DSS Shares Seller Warrant, having terms and conditions that are in substance identical to Seller, as contemplated the original Seller Warrant (the “New Seller Warrant”) duly executed by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals fromthe Company in the name of Seller exercisable for 5,095,004 shares of Common Stock of the Company, and all declarations, filings and registrations required (v) there shall not be any law in effect which would render the parties unable to consummate or perform the transactions contemplated by this Agreementhereby or make such transactions illegal or prohibit, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Sharesrestrict or delay such consummation or performance; and (vi) the shareholders there shall not be in effect any injunction or other order issued by a court of Buyer shall have approved this Agreement, and competent jurisdiction restraining or prohibiting the consummation or performance of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to close the obligation to transfer transaction and deliver the True Partner Shares) documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions, unless waived by conditions (“Seller: ’s Conditions”) on the Closing Date: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the Buyer’s representations and warranties set forth in Section 6 of the Buyer herein this Agreement shall have been true and correct in all material respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, made and shall be true and correct in all material respects on at and as of the Closing as though if such representations and warranties were made onas of the Closing. (b) All covenants, as ofconditions and other obligations under this Agreement that are to be performed or complied with by Buyer shall have been fully performed and complied with in all material respects on or prior to the Closing, including, without limitation, the delivery of the fully executed instruments and documents in accordance with reference to such Closing; Section 8.3. (iiic) There shall be no pending Litigation against Buyer or Seller for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal. (d) Buyer shall have executed and delivered to Seller all documents necessary to issue a certificate executed by a duly authorized executive officer of Buyer in the DSS Shares to form of Exhibit E, stating that the conditions set forth in subsections (a) and (b) of this Section 10.1 have been satisfied. Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) ’s Conditions are solely for the issuance benefit of the DSS Shares; Seller and (vi) the shareholders of Buyer may be waived only by Seller. Any such waiver or waivers shall have approved this Agreement, be in writing and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and shall be delivered to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsBuyer.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the ​ Seller’s obligation to transfer deliver title to the True Partner Shares) Property and proceed to Closing on the terms and conditions of this Agreement shall be subject to satisfaction of the following conditions, unless waived by Sellerconditions precedent on and as of the Closing Date: ​ (ia) Buyer shall have performed in all material respects all agreements, deliver to Seller upon the Closing the balance of the Purchase Price pursuant to Section 2 hereof plus those costs allocated to Buyer pursuant to Section 2(c); and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; ​ (iib) all Each of the representations and warranties of the Buyer herein contained in this Agreement shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, made and shall be true and correct in all material respects on at and as of the Closing Date as though if such representations and warranties were made on, at and as ofof the Closing, and with reference to such Closing; (iii) Buyer shall have executed performed and delivered complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing (including, without limitation, all deliveries required of Buyer pursuant to Section 9(c) of this Agreement). ​ If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the applicable Closing Date, then Seller shall have the right to terminate this Agreement within three (3) Business Days of the applicable then scheduled Closing Date, and upon such termination the Xxxxxxx Money shall be returned to Buyer and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. In the event of the failure of the condition precedent to Seller’s obligations set forth in Section 13(a), Seller shall have the remedies available to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.in Section 8(a). ​

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Properties and proceed to Closing on the terms and conditions of this Agreement shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such Closing; Date: (iiia) Buyer shall have executed and delivered deliver to Seller upon the Closing the remainder of the Purchase Price pursuant to Section 2 hereof; and (b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all documents necessary to issue material respects at and as of the DSS Shares to SellerClosing Date as if such representations and warranties were made at and as of the Closing, as contemplated by this Agreement; (iv) and Buyer shall have obtained or madeperformed and complied in all material respects with all covenants, as applicable, all consents, authorizations agreements and approvals from, and all declarations, filings and registrations conditions required to consummate the transactions contemplated by this AgreementAgreement to be performed or complied with by Buyer prior to or at the Closing. If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer then Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved right to terminate this Agreement, and upon such termination the consummation Xxxxxxx Money shall be refunded to Buyer and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. In the event of the transactions contemplated hereby, including the issuance failure of the DSS Sharescondition precedent to Seller’s obligations set forth in Section 14(a), as and Seller shall have the remedies available to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller in Section 9(a).

Conditions to Seller’s Obligations. The Sellers’ obligations to consummate the sale of Seller under this Agreement, (including, without limitation, the obligation to Acquired Assets and the transfer of the True Partner Shares) shall be Assumed Liabilities are subject to satisfaction or waiver by the Sellers of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct made in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects on as of the date hereof and as of the Closing Date as though made onat and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier time (in which case such representations and warranties shall be true and correct at and as ofof such earlier time), in each case except for such failure to be so true and correct that, individually or in the aggregate, have not had, and with reference would not reasonably be expected to such Closing; (iii) have, a material adverse effect on the ability of Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; ; (vb) Buyer shall have performed and complied in all material respects with the obligations and covenants required by this Agreement to be performed or complied with by Buyer at or prior to the Closing; (c) Sellers shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance a certificate, dated as of the DSS Shares; Closing Date and executed by an executive officer authorized to sign on behalf of Buyer, stating that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied; (vid) the shareholders of Buyer The Bankruptcy Court shall have approved this Agreemententered the Sale Order, and no Order staying, reversing, modifying, or amending the Sale Order shall be in effect on the Closing Date; (e) No material Decree shall be in effect that prohibits consummation of any of the transactions contemplated hereby, including the issuance of the DSS Shares, as and by this Agreement; and (f) Each delivery contemplated by Section 2.5(c) to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsbe delivered to Sellers shall have been delivered.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, ---------------------------------- and the obligation applicable Transferring Subsidiary to transfer sell the True Partner Shares) shall be US Purchased Assets is subject to satisfaction the fulfillment of all of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; Closing Date, upon the non-fulfillment of any of which this Agreement may, at Seller's option, be terminated pursuant to and with the effect set forth in Article XI: (iia) all of the The representations and warranties of Purchaser contained in this Agreement and the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Ancillary Materials shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on, at and as of, and with reference to of such Closing; time. (iiib) Buyer Purchaser shall have executed duly performed and delivered to Seller complied in all documents necessary to issue the DSS Shares to Seller, as contemplated material respects with all agreements and conditions required by this Agreement; Agreement and the Ancillary Materials to be performed or complied with by it prior to or on the Closing Date. (ivc) Buyer No suit, proceeding or investigation shall have obtained been commenced by any governmental authority or madeany other person on any grounds to restrain, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and enjoin or hinder the consummation of the transactions transaction contemplated herebyhereby or that may have any such effect. (d) The Shareholder Approval shall have been obtained, including provided always that this condition shall cease to apply if Seller shall cease to be subject to the issuance Listing Rules of the DSS Shares, as and to UK Listing Authority. (e) The Foreign Closings shall have occurred concurrently with the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to close the obligation to transfer transaction and deliver the True Partner Shares) documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions, unless waived by conditions (“Seller: ’s Conditions”) on or before the Closing Date: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Purchaser shall be true and correct in all material respects on the Closing Date. (b) Purchaser shall have completed all the deliveries and as actions required to be made by Purchaser under Section 7.02 and elsewhere in this Agreement. (c) The Third Party Consents shall have been obtained. (d) There shall not then be any pending or, to Seller’s Knowledge, threatened litigation which, if determined adversely, would restrain the consummation of any of the Closing as though made ontransactions referred to herein, as ofor declare illegal, and with reference invalid or nonbinding any of the covenants or Obligations of the parties herein. (e) All parties (other than Seller) to such Closing; (iii) Buyer the Reaffirmation of Guarantees shall have executed and delivered to Seller all documents necessary to issue the DSS Shares that document to Seller, as contemplated by this Agreement; . (ivf) Buyer Purchaser shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate delivered the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; Red Lion Guaranty. (vg) Buyer The Subtenant shall have received authorization from executed and delivered the New York Stock Exchange Assignment and Assumption of Lease. (h) Purchaser shall have performed all obligations to be performed by it on or prior to the Closing Date in all material respects. (i) The “NYSE”Closing” (as defined in the Agreement to Purchase Two Hotels) has occurred; Seller’s Conditions are solely for the issuance benefit of Seller and may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Purchaser. Seller shall not act or fail to act for the DSS Shares; and (vi) the shareholders purpose of Buyer shall have approved this Agreement, and the consummation permitting or causing any of the transactions contemplated hereby, including the issuance of the DSS Shares, as and Seller’s Conditions to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsfail.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Properties and proceed to Closing on the terms and conditions of this Agreement shall be subject to satisfaction fulfillment of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such Closing; Date: (iiia) Buyer shall have executed and delivered deliver to Seller upon the Closing the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and (b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all documents necessary to issue material respects at and as of the DSS Shares to SellerClosing Date as if such representations and warranties were made at and as of the Closing, as contemplated by this Agreement; (iv) and Buyer shall have obtained or madeperformed and complied in all material respects with all covenants, as applicable, all consents, authorizations agreements and approvals from, and all declarations, filings and registrations conditions required to consummate the transactions contemplated by this AgreementAgreement to be performed or complied with by Buyer prior to or at the Closing (including the delivery to Seller on or before the Closing Date of all the documents to be executed by the applicable Buyer as set forth in Sections 10(b), including (c), (d), (e), (f), (k) and (l) above to the extent applicable). If all items required under of the incorporation document and bylaws of Buyer; (v) Buyer above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, then Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved right to terminate this Agreement, and upon such termination the consummation of Exxxxxx Money shall be refunded to Buyer and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. If the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions failure of any governing instrumentscondition precedent to Seller’s obligations set forth in this Section 14 arises as a result of a default by Buyer under this Agreement, Seller shall have the remedies available to Seller in Section 9(a).

Conditions to Seller’s Obligations. The Seller’s obligations of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer Transactions at the True Partner Shares) shall be Closing are subject to satisfaction satisfaction, or written waiver by Seller, of each of the following conditions, unless waived by Seller: : (a) (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been in this Agreement must be true and correct in all material respects when made, shall have continued to have been as of the date hereof and must be true and correct in all material respects at all times subsequent theretoas if made on the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date (except in each case to the Closing as though made onextent any such representations or warranties are qualified by materiality, as ofin which case such representations or warranties must be true and correct in all respects), (ii) Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing, and with reference to such Closing; (iii) Buyer shall have executed and delivered must deliver to Seller all documents necessary to issue at the DSS Shares Closing a certificate, duly executed by an authorized officer of Buyer, in form and substance reasonably satisfactory to Seller, confirming satisfaction of the conditions in clauses (i) and (ii) above; (b) each of the following documents must have been delivered to Seller: (i) the Trust Letter, executed by Buyer and RMRF; (ii) the Noncompetition Agreement(s) executed by Buyer; and (iii) such other documents as contemplated Seller may reasonably request for the purpose of (A) evidencing the accuracy of Buyer’s representations and warranties hereunder, (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by Buyer hereunder, (C) evidencing the satisfaction of any condition referred to in this Agreement; Section 8.2, or (ivD) otherwise facilitating the performance of the Transactions. (c) Buyer shall have obtained or made, as applicable, taken all consents, authorizations and approvals from, and all declarations, filings and registrations actions required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsunder Section 2.7.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under Agreement are subject to the incorporation document and bylaws satisfaction (or the waiver by Seller) of Buyer; the following conditions as of the Closing Date: (va) Buyer shall have received authorization from delivered, or caused to be delivered, the New York Stock Exchange Purchase Price to Seller, by wire transfer of immediately available funds in accordance with Section 1.02; (b) The applicable waiting periods, if any, under the “NYSE”HSR Act (including any extensions thereof) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreementexpired or been terminated; (c) Seller shall have received all consents, waivers, releases and authorizations required under the Senior Credit Facility in connection with the consummation of the transactions contemplated hereby, including in each case, on such terms and conditions as may be satisfactory to Seller in its sole and absolute discretion; (d) The Buyer Parties shall have executed and delivered to Seller the issuance Transition Services Agreement; and (e) The Buyer Parties shall have delivered or caused to be delivered to Seller certified copies of the DSS Sharesresolutions duly adopted by each Buyer Parties’ board of directors (or its equivalent governing body) authorizing the execution, as delivery and performance of this Agreement and the other agreements contemplated hereby to which such Buyer Party is a party, and the extent required by applicable laws, the rules consummation of all transactions contemplated hereby and regulations of the NYSE or by the provisions of any governing instrumentsthereby.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be subject to satisfaction If any of the following conditionsconditions are not satisfied on or before the Closing, unless waived Seller may, at its option, waive any such condition in writing and proceed to the Closing or terminate this Agreement by Seller: (i) Buyer shall have performed in all material respects all agreementswritten notice to Purchaser, and satisfied in all material respects all conditions on its part the case of such termination, the Deposit shall be promptly paid to Seller (except for (iii) below, in which case the Deposit shall be performed or satisfied hereunder, at or prior promptly refunded to Purchaser) and none of the parties shall thereafter have any further liabilities to the Closing; others hereunder except for any provisions hereof that expressly survive termination of this Agreement: (iia) all All of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Purchaser hereunder shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such date of the Closing; . (iiib) Buyer Purchaser shall have executed performed in all material respects all of its obligations required to have been performed hereunder on or before the Closing. (c) Seller and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer Purchaser shall have obtained or madethe consent of the holder of the Existing Mortgage to the sale of the Interests and the reaffirmation of the Existing Mortgage by Purchaser, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance owner of the DSS Shares; and (vi) Interests in the shareholders Company. Seller and/or Purchaser shall each have the option of Buyer shall have approved this Agreement, and extending the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and Closing Date by up to 60 days in order to obtain such consent by sending written notice to the extent required by applicable laws, the rules and regulations other party of the NYSE or by the provisions of any governing instrumentsthis extension.

Conditions to Seller’s Obligations. The obligations of the Seller under this Agreement, (including, without limitation, to convey and contribute the obligation to transfer Transferred Assets on the True Partner Shares) Closing Date shall be subject to the satisfaction of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the All representations and warranties of the Buyer herein shall have been true and correct Issuer contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on such date; (b) The Issuer shall have performed all other obligations required to be performed by the provisions of this Agreement and as not be in default hereunder; (c) Agent and the other financial institutions party thereto under the Seller Loan Agreement shall have delivered to the Issuer their consent(s) to the sale and transfer of the Closing as though made on, as ofTransferred Assets to the Issuer, and with reference to such Closing; (iii) Buyer Agent and the other financial institutions party thereto under the Seller Loan Agreement shall have executed filed and recorded or delivered to Seller all the Issuer for filing and recording such termination statements, releases of mortgages, and documents necessary of similar import in order to issue terminate and extinguish their security interest in the DSS Shares to Seller, as contemplated by this Agreement; Transferred Assets; (ivd) Buyer No Manager Default shall have obtained occurred and then be continuing or made, as applicable, all consents, authorizations result from the transfer of such Transferred Assets; and (e) All corporate and approvals from, legal proceedings and all declarations, filings and registrations required to consummate instruments in connection with the transactions contemplated by this AgreementAgreement shall be satisfactory in form and substance to the Seller, including all items required under and the incorporation document and bylaws of Buyer; (v) Buyer Seller shall have received authorization from the New York Stock Exchange Issuer copies of all documents (the “NYSE”including, without limitation, records of corporate proceedings) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of relevant to the transactions herein contemplated hereby, including as the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSeller may reasonably have requested.

Conditions to Seller’s Obligations. The Closing and Seller's obligations to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions for Seller's benefit (or Seller's waiver thereof, it being agreed that Seller under this Agreementmay waive any or all of such conditions) on or prior to the Closing Date or the dates designated below for the satisfaction of such conditions: (a) As of the Closing Date, (Buyer has performed its obligations hereunder and all deliveries to be made at Closing by Buyer shall have been tendered including, without limitation, the obligation Deposit; (b) 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 adversely affect Buyer's ability to transfer the True Partner Shares) shall be subject to satisfaction of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on perform its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by obligations under this Agreement; ; (ivc) There shall exist no pending or threatened action, suit or proceeding with respect to Buyer shall have obtained before or madeby any court or administrative agency which seeks to restrain or prohibit, as applicableor to obtain damages or a discovery order with respect to, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and Agreement or the consummation of the transactions transaction contemplated hereby; and (d) Seller shall have received all consents and assignments and approvals from all third parties from whom such consents to assignments or approvals are necessary under all contracts, covenants and other agreements relating to the Purchased Assets, including the issuance consent of Seller's lenders, General Motors Acceptance Corporation and AmSouth Bank, which currently have liens on the DSS Shares, as Real Property and to a security interest in the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsPersonal Property.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to consummate the obligation transactions to transfer be performed by it in connection with the True Partner Shares) shall be Closing is subject to satisfaction of the following conditions, unless waived condition: The Sale Order has been entered by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part the Bankruptcy Court. The obligation of Seller to perform the actions to be performed by it under this Agreement on or satisfied hereunder, at or prior before the Deposit Date is subject to the Closing; (ii) all satisfaction of the following conditions (all or any of which may be waived, in whole or in part, by Seller) as of the Deposit Date: (a) The Sale Order has been entered by the Bankruptcy Court; (b) Buyer's representations and warranties of contained in the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be Agreement are true and correct in all material respects on and as of the Closing Deposit Date as though such representations and warranties were made onat such time; (c) Buyer has, in all material respects, performed or complied with, as ofthe case may be, all obligations, covenants and conditions required by this Agreement to have been performed or complied with reference to such Closing; in all material respects on or before the Deposit Date; (iiid) A duly authorized representative of Buyer shall have has executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, a certificate dated as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; Deposit Date certifying as to (b) and (vic) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE above; and (e) There is no injunction or by the provisions order of any governing instrumentscourt or government authority of competent jurisdiction prohibiting the sale.

Conditions to Seller’s Obligations. The Seller’s obligations of Seller under to effect the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) Agreement shall be subject to the satisfaction (or waiver by Seller) prior to or on the Closing Date of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed and complied in all material respects with all agreements, of its obligations and satisfied in all material respects all conditions on its part agreements hereunder required to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by Date under this Agreement; ; (ivb) Buyer shall have obtained No temporary restraining order, preliminary or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated permanent injunction or other order issued by this Agreement, including all items required under the incorporation document and bylaws any court of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated herebyby this Agreement shall be in effect, including the issuance nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the DSS Sharesforegoing be pending. There shall not be any action taken, as and or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the extent transactions contemplated by this Agreement which makes the consummation of such transactions illegal; (c) All necessary regulatory approvals, consents, authorizations and other approvals required by applicable laws, the rules and regulations law for consummation of the NYSE transactions contemplated by this Agreement shall have been obtained, and all waiting periods required by law shall have expired; and (d) Seller shall have received all documents required to be received from Buyer on or by prior to the provisions of any governing instrumentsClosing Date, all in form and substance reasonably satisfactory to Seller.

Conditions to Seller’s Obligations. The obligations obligation of Seller under Sellers to consummate the transactions contemplated by this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) shall be Agreement is subject to the satisfaction of the following conditionsconditions at or prior to the Closing: (a) The representations and warranties made by Buyer in Article VI hereof 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 was substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by Buyer to Sellers pursuant to Section 4.7 below), unless waived by Seller: (i) and Buyer shall have performed in all material respects all agreements, the covenants and satisfied in all material respects all conditions on its part agreements required to be performed or satisfied hereunder, at or by it hereunder prior to the Closing; ; (iib) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when madeNo suit, shall have continued to have been true and correct in all respects at all times subsequent thereto, and action or other proceeding shall be true and correct in all material respects on and as pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of the Closing as though made on, as of, and with reference to such Closing; (iii) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained Agreement or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance or declare unlawful any of the DSS Sharestransactions contemplated hereby, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree or ruling shall be in effect; (c) Each of 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 and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.Closing;

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to close the obligation to transfer transaction and deliver the True Partner Shares) documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions, unless waived by conditions (“Seller: ’s Conditions”) on or before the Closing Date: (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Purchaser shall be true and correct in all material respects on the Closing Date. (b) Purchaser shall have completed all the deliveries and as actions required to be made by Purchaser under Section 7.02 and elsewhere in this Agreement. (c) The Third Party Consents shall have been obtained. (d) There shall not then be any pending or, to Seller’s Knowledge, threatened litigation which, if determined adversely, would restrain the consummation of any of the Closing as though made ontransactions referred to herein, as ofor declare illegal, and with reference invalid or nonbinding any of the covenants or Obligations of the parties herein. (e) All parties (other than Seller) to such Closing; (iii) Buyer the Reaffirmation of Guarantees shall have executed and delivered to Seller all documents necessary to issue the DSS Shares that document to Seller, as contemplated by this Agreement; . (ivf) Buyer Purchaser shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate delivered the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; Red Lion Guaranty. (vg) Buyer The Subtenant shall have received authorization from executed and delivered the New York Stock Exchange Assignment and Assumption of Lease. (h) Purchaser shall have performed all obligations to be performed by it on or prior to the Closing Date in all material respects. (i) The “NYSE”Closing” (as defined in the Agreement to Purchase Seven Hotels) has occurred. Seller’s Conditions are solely for the issuance benefit of Seller and may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Purchaser. Seller shall not act or fail to act for the DSS Shares; and (vi) the shareholders purpose of Buyer shall have approved this Agreement, and the consummation permitting or causing any of the transactions contemplated hereby, including the issuance of the DSS Shares, as and Seller’s Conditions to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsfail.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer deliver title to the True Partner Shares) Property shall be subject to satisfaction of compliance by Buyer with the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects precedent on and as of the Closing as though made on, as of, and with reference to such Closing; Date: (iiia) Buyer shall have executed and delivered authorize the Escrow Agent to pay the Contract Deposit, together with any interest earned thereon, to Seller and shall deliver to Seller upon the Closing the remainder of the Purchase Price, subject to adjustment of such amount pursuant to Section 2 hereof; and (b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all documents necessary to issue material respects at and as of the DSS Shares to SellerClosing Date as if such representations and warranties were made at and as of the Closing, as contemplated by this Agreement; (iv) and Buyer shall have obtained or madeperformed and complied in all material respects with all covenants, as applicable, all consents, authorizations agreements and approvals from, and all declarations, filings and registrations conditions required to consummate the transactions contemplated by this AgreementAgreement to be performed or complied with by Buyer prior to or at the Closing. If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer then Seller shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved right to terminate this Agreement, and upon such termination neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein, and the consummation Lease shall remain in full force and effect and Buyer, as tenant under the Lease, shall be deemed to have elected not to purchase the Property in accordance with Section 72(C) of the transactions contemplated hereby, including Lease. If the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions failure of any governing instrumentscondition precedent to Seller’s obligations set forth in this Section 12 arises as a result of a default by Buyer under this Agreement, Seller shall have the remedies available to Seller in Section 7(a) unless otherwise provided in this Agreement.

Conditions to Seller’s Obligations. The obligations Seller's obligation to make the deliveries required of Seller under this Agreement, (including, without limitation, at the obligation to transfer the True Partner Shares) Closing shall be subject to satisfaction the satisfaction, or waiver by Seller, of each of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all : 4.1.1 All of the representations and warranties of the Buyer contained herein shall have been true and correct in all respects when made, shall have continued continue to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct at the Closing in all material respects on respects, all covenants and obligations set forth in this Agreement to be performed by Buyer at or prior to the Closing shall have been performed in all material respects, and Buyer shall have certified the foregoing to Seller in writing. 4.1.2 The Bankruptcy Court shall have entered the Procedure Order in accordance with Section 8.4.1 below and the Approval Order in accordance with Section 8.4.2. 4.1.3 All applicable waiting periods relating to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") shall have expired or been terminated with respect to the transaction contemplated hereby, and any proceeding that may have been filed or instituted thereunder shall have been satisfactorily concluded. 4.1.4 No order shall have been entered by any court, tribunal or governmental authority restraining or prohibiting the consummation of the Closing as though made on, as of, and with reference transaction contemplated by this Agreement or staying the sale of any Property to such Closing; (iii) Buyer. 4.1.5 Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Sellerof those documents, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations instruments and approvals from, and all declarations, filings and registrations agreements required to consummate the transactions contemplated be executed by this Agreement, including all items required Buyer to Seller under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsSection 3.4 hereof.

Conditions to Seller’s Obligations. The obligations obligation of Seller under this Agreement, (including, without limitation, to consummate the obligation to transfer the True Partner Shares) Purchase shall be subject to satisfaction the fulfillment (or waiver by Seller in writing) of each of the following conditions, unless waived by Seller: (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; Closing Date: (iia) all Each of the representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article VI shall be true and correct in all material respects on and (without giving effect to any “materiality”, “material adverse effect” or “material adverse effect” qualifiers set forth therein) as of the Closing Date as though then made onunless made as of an earlier date, in which case, it shall be true and correct as of, and with reference to of such Closing; earlier date; (iiib) Buyer Purchaser shall have executed performed and complied in all material respects with all of the agreements, covenants and conditions that are required to be performed by it at or prior to the Closing under this Agreement; (c) No judgment, decree or judicial order shall have been entered which prevents the Purchase, declares unlawful the Purchase or the Purchase to be rescinded; (d) The Collateral Agent, Deerfield Private Design Fund II, L.P., Horizon Sante FLML, SARL, Breaking Stick Holdings, L.L.C. and Broadfin Healthcare Master Fund, Ltd. shall each have delivered to Seller all documents necessary to issue the DSS Shares an executed Termination and Release Agreement in a form acceptable to Seller, as contemplated by this Agreement; and (ive) Buyer Purchaser shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required delivered to consummate Seller the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsdeliverables set forth in Section 2.03.

Conditions to Seller’s Obligations. The Each of the obligations of Seller under this Agreement, (including, without limitation, the obligation to transfer the True Partner Shares) be performed hereunder shall be subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed or complied with, in all material respects respects, all agreementsconditions, obligations, agreements and satisfied in all material respects all conditions on its part covenants contained herein which are to be performed or satisfied hereunder, at complied with by it on or prior to the Closing; Closing Date; (iib) all of the The representations and warranties of the Buyer herein shall have been true and correct contained in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; Date; (iiic) Buyer shall have executed and delivered to Seller all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance each of the DSS Sharesfollowing, dated as of the Closing Date; (i) Resolutions of the Board of Directors of Buyer, certified by its Secretary or an Assistant Secretary, which authorize the execution, delivery and performance of this Agreement and the documents referred to herein to which it is or is to be a party; and and (viii) A certificate of incumbency certified by the shareholders Secretary or an Assistant Secretary of Buyer certifying the names of the officers of Buyer authorized to execute this Agreement and the documents referred to herein to which it is or is to be a party (including the certificates contemplated herein), together with specimen signatures of such officers; and (d) Seller shall have approved this Agreement, and the consummation received each of the transactions contemplated hereby, including the issuance of the DSS Shares, as and documents referred to the extent required herein to which Buyer is to be a party duly executed by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsBuyer.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Sellers’ obligation to transfer consummate the True Partner Shares) shall be transactions contemplated hereby in connection with the Closing are subject to satisfaction or waiver of the following conditions, unless waived by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and Article IV shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as though of an earlier date, in which case as of such date as if made onat and as of such date), as of, except where the failure of such representations and with reference warranties to such Closing; be so true and correct has not resulted in a diminution of the benefits of Sellers hereunder in any material respect; (iiib) Buyer shall have executed performed and delivered to Seller complied with its covenants hereunder through the Closing in all documents necessary to issue the DSS Shares to Seller, as contemplated by this Agreement; material respects; (ivc) Buyer all applicable waiting periods (and any extensions thereof) under any Antitrust Law shall have obtained expired or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations otherwise been terminated (or any required antitrust clearance shall have been received prior to consummate such expiration or termination); (d) no material Decree shall be in effect which (i) prohibits consummation of any of the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; or (vii) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreement, and the consummation would be reasonably expected to result in any of the transactions contemplated hereby, including by this Agreement being rescinded following consummation thereof; (e) each delivery contemplated by Section 2.9(b) to be delivered to Sellers shall have been delivered; (f) the issuance Offer Acceptance shall have been delivered to Buyer and the Parties shall have entered into the Restated Agreement; and (g) the simultaneous closing of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or transactions contemplated by the provisions of any governing instrumentsLocal Transfer Agreements shall have occurred.

Conditions to Seller’s Obligations. The obligations of Seller under this Agreement, (including, without limitation, the Seller’s obligation to transfer effect the True Partner Shares) shall be Closing is subject to satisfaction satisfaction, or written waiver by Seller, of each of the following conditions, unless waived by Seller: : (a) (i) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the representations and warranties of the Buyer herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in (disregarding all material respects on qualifications or limitations as to “materiality” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made onas of the Closing Date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions; provided in each case that representations and warranties made as of, of a specific date shall be required to be so true and with reference correct (subject to such qualifications) as of such date only; (ii) Buyer must have performed and complied in all material respects with all of Buyer’s covenants and agreements in this Agreement to be performed prior to or at the Closing; and (iii) Buyer shall have executed and delivered must deliver to Seller all documents necessary to issue at the DSS Shares Closing a certificate, in form and substance reasonably satisfactory to Seller, as contemplated by this Agreement; (iv) Buyer shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance confirming satisfaction of the DSS Shares; conditions in clauses (i) and (viii) the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instruments.above;

Conditions to Seller’s Obligations. The In addition to the conditions set forth in Section 9.3, the obligations of Seller under this Agreement, (including, without limitation, to effect the obligation to transfer the True Partner Shares) Closing shall be subject to satisfaction of the following conditions, unless any one or more of which may be waived in writing by Seller: : (ia) Buyer shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; (ii) all of the The representations and warranties of the Buyer herein shall have been true and correct set forth in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and this Agreement shall be true and correct in all material respects as of the date of this Agreement and 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 though made on, as of, of a particular date or period and with reference relates solely to such Closingparticular date or period shall be true and correct only as of such date or period); provided, however, that with respect to any 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 be true and correct in all respects; (iiib) Buyer shall have executed performed and delivered to Seller complied with in all documents necessary to issue the DSS Shares to Sellermaterial respects all agreements, as contemplated covenants, obligations and conditions required by this Agreement; Agreement to be performed or complied with by Buyer on or prior to the Closing Date; (ivc) Buyer shall have obtained caused to be delivered to Seller a certificate executed by a duly authorized officer of Buyer certifying that the conditions set forth in this Section 9.2 have all been satisfied; and (d) Any approvals or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations orders required in connection with the Reorganization Proceeding in order to consummate permit the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of Buyer; (v) Buyer Agreement shall have received authorization from the New York Stock Exchange (the “NYSE”) for the issuance of the DSS Shares; and (vi) the shareholders of Buyer shall have approved this Agreementbeen obtained, and the consummation of the transactions contemplated hereby, including the issuance of the DSS Shares, as and such approvals or orders shall not have been stayed or reversed prior to the extent required by applicable laws, the rules and regulations of the NYSE or by the provisions of any governing instrumentsClosing.