Common use of Conditions to the Buyer’s Obligation to Close Clause in Contracts

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by the Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Buyer, in whole or in part): (a) Each of the representations and warranties of the Seller contained in Article IV and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement. (b) The Seller, the Seller Representative and the Seller Stockholders have performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by any Seller Stockholder, the Seller Representative or the Seller under this Agreement at or prior to the Closing Date, and the Seller has delivered all items required to be delivered at the Closing pursuant to Section 3.2(a). (c) Since the date of this Agreement, there has not occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Material Adverse Effect. (i) All conditions to the obligations of the Lenexa Buyer Sub under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by obligations of the Buyer at to consummate and effect this Agreement and the Closing is transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any to the satisfaction of which may be waived by the Buyer, in whole or in part):: (a) Each of The Sellers shall have delivered Employment Agreements in a form satisfactory to the representations and warranties of Buyer (collectively, the Seller contained in Article IV and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date“Employment Agreements”), and Confidentiality, Non-Compete, Non-Solicitation and Invention Assignment Agreements, in a form satisfactory to the Buyer (ii) that is not a Fundamental Representation of collectively, the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date“Confidentiality Agreements”), with only such exceptions as have not had or would not reasonably be expected to haveeach duly executed by each of Sxxxxx Xxxx, individually or in the aggregateNxxxxx Xxxx, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this AgreementJxxxx Xxxxxxx and Rxxxxx Xxxxxxx. (b) The SellerSellers and/or the Company, as appropriate, shall have delivered to the Seller Representative and Buyer a certificate or certificates representing the Seller Stockholders Purchased Shares, accompanied by a stock power or powers duly endorsed to the Buyer. (c) The Company shall have performed or complied withdelivered to the Buyer certificates of status from the California Secretary of State office, in all material respects, all agreements and covenants required to be performed or complied with by any Seller Stockholder, the Seller Representative or the Seller under this Agreement at or dated no more than five (5) Business Days prior to the Closing Date, and the Seller has delivered all items required to be delivered at the Closing pursuant to Section 3.2(a). (cd) Since Except for Jxxxx Xxxxxxx and Nxxxxx Xxxx, all of the date directors of this Agreementthe Company shall have submitted letters of resignation to the Buyer, there has not occurred any change, event, circumstances or development that has hadwith such resignations effective as of the Closing. (e) Possession of, or access to, all originals (or copies if the originals are not available) of agreements, instruments, documents, deeds, books, records, minute books, files and other data and information within the possession of the Company or any of its Affiliates belonging to the Company, as of the Closing Date, whether in paper or electronic form (collectively, the “Records”); provided, however, that the Sellers may retain (1) copies of any Records that such Seller is reasonably likely to haveneed for complying with Laws; and (2) copies of any Records that in the reasonable opinion of the Sellers will be required in connection with the performance of such Seller’s obligations hereunder. (f) All consents waivers and approvals necessary or desirable to effectuate the transactions contemplated herein. (g) Consent to Assignment duly and properly executed by Mxxxx Xxxxx 00000 Lot Two, a Material Adverse EffectCalifornia limited partnership, with respect to the Lease, in form and substance satisfactory to Buyer. (h) Each Seller that shall remain a shareholder of the Company after the Closing, each other shareholder of the Company that shall remain a shareholder of the Company after the Closing, and the Company shall have executed and delivered to the Buyer the Shareholders’ Agreement with Buyer in the form attached hereto as Exhibit B (the “Shareholders’ Agreement”). (i) All conditions The Company shall have executed and delivered the services agreement with Aquilex, Inc. attached hereto as Exhibit C (the “Services Agreement”). (j) Completion of an audit of the Company’s financial statements for the fiscal year ended September 30, 2018 and the period from October 1, 2018 to June 30, 2019 by Mxxxxx LLP, at the Buyer’s expense. (k) The Company shall have the Target Working Capital. (l) The Latest Balance Sheet and the Estimated Closing Working Capital Statement shall reflect that the Company had at the dates of such documents, and at the Closing Date the Company shall have, at least $1,000,000 in Cash. The Sellers shall deliver to the obligations Buyer a statement setting forth the amount of Cash held by the Company as of the Lenexa Buyer Sub under the Lenexa Purchase Agreement Closing Date. (m) Each Seller shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject delivered to the satisfaction or waiver of those conditionsBuyer a duly executed FIRPTA certificate in the form specified by Treasury Regulations Section 1.1445-2(b)(2), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by obligations of the Buyer at to consummate the Closing is transactions contemplated by this Agreement shall be subject to the satisfaction, satisfaction of the conditions of Section 8.3 and to the satisfaction (or waiver in writing by Xxxxx at or prior to the Closing, of each Closing Date) of the following conditions (any of which may be waived by the Buyer, in whole or in part):conditions: (a) Each of the The representations and warranties of the Seller and Seller Principal contained in Article IV and of the this Agreement or in any schedule, exhibit, or certificate delivered by Seller Stockholders contained and/or Seller Principal in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders connection herewith shall be true and correct in all respects as of the date hereof on and as of the Closing Date as if though newly made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement.Date; (b) The Seller, the Seller Representative and the Seller Stockholders Principal shall have performed or and complied with, in with all material respects, all of the covenants and agreements and covenants required to be performed by each Party under this Agreement, in all respects through the Closing Date; (c) No writ, judgment, decree, injunction or complied with order shall have been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of the transaction contemplated by any Seller Stockholderthis Agreement, declare unlawful the transaction contemplated by this Agreement, or cause such transaction to be rescinded; (d) During the period from the date hereof through the Closing Date, the Seller Representative Business shall have operated in a normal and customary manner, there shall have been no material losses, costs or expenses outside of the Seller under this Agreement at ordinary course of business, and there shall have been no other change in the properties, prospects, financial condition or results of the Business which either individually or in the aggregate has caused or could cause a Material Adverse Effect; (e) No claim, action, suit, arbitration, investigation or other legal or administrative proceeding shall have been instituted or threatened by parties other than Buyer prior to the Closing Datepertaining to the transaction contemplated hereby, and the Seller has delivered all items required to be delivered at result of which could, in the Closing pursuant to Section 3.2(a). (c) Since Buyer’s reasonable judgment, either prevent or make illegal the date consummation of this Agreement, there has not occurred any change, event, circumstances or development that has hadsuch transaction, or is reasonably likely to have, have a Material Adverse Effect.; (f) Any consent, approval, authorization or order of, or filing with, or from, any court, governmental agency (including, without limitation, the approval of the Westchester County Solid Waste Commission), administrative body or other third party (including Xxxxx’s financial institution) required for the consummation of this transaction contemplated by this Agreement shall have been made or obtained, as the case may be, and shall be in effect on the Closing Date; (g) Seller and Seller Principal shall have delivered, or caused to be delivered, to Buyer the closing deliverables set forth in Section 4.2 of this Agreement; (h) Buyer shall have closed on debt and/or equity financing on terms and conditions satisfactory to Buyer; 19-22260-rdd Doc 36-2 Filed 04/29/19 Entered 04/29/19 15:30:06 Exhibit B - Asset Purchase Agreement Pg 29 of 44 4819-6388-5690, v. 20 (i) All conditions Buyer shall have received approval of its shareholders and any other corporate approval required to consummate the transactions contemplated by this Agreement; (j) Buyer shall have received Form AU-197.1 (Purchaser’s Release – Bulk Sale) from the New York Department of Tax and Financing confirming that Seller does not have any unpaid sales tax; (k) Seller and Seller Principal shall have delivered to Buyer a certificate, signed by a duly authorized officer, member or manager of Seller, to the obligations effect that each of the Lenexa Buyer Sub under conditions specified in Section 8.1(a)-(f) are satisfied in all respects (the Lenexa Purchase Agreement “Seller Closing Certificate”); and (l) Seller shall have been satisfied delivered, or waived caused to be delivered to Buyer a certificate of an Officer or Director (or equivalent) of Seller certifying that attached thereto are complete and correct copies of all resolutions adopted by the equity owners of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in accordance full force and effect and are all the resolutions adopted in connection with the Lenexa Purchase Agreement transactions contemplated hereby and thereby (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions“Seller Secretary’s Certificate”), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by of the Buyer to consummate a Closing at the applicable Closing Date is subject to the satisfaction, at satisfaction or prior to the Closing, of each waiver of the following conditions (any as of which the applicable Closing Date, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer, Buyer at any time in whole or in part):its sole discretion by providing the Sellers with prior written notice thereof: (a) Each a court of competent jurisdiction shall have approved the fairness of the representations Settlement Agreement and warranties Stipulation and the transactions envisioned thereunder as required by Section 3(a)(10) of the Seller contained in Article IV and Securities Act of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement.1933; (b) The Sellerthe Sellers shall have delivered to the Buyer a Bxxx of Sale evidencing the sale, assignment, transfer and conveyance of all of the Sellers’ rights, title and interest to the applicable Loan Receivable; (c) the Seller Amendment and each Loan Document shall be in full force and effect, the Seller Representative Sellers and the Seller Stockholders Company shall have performed or complied with, with in all material respectsrespects all of their respective obligations, all agreements agreements, and covenants required to be performed or complied with by any Seller Stockholder, pursuant to the Seller Representative or Amendment and each Loan Document, except as provided in the Seller under Amendment or this Agreement at Agreement, no such obligations, agreements, or prior to the Closing Date, and the Seller has delivered all items required to be delivered at the Closing pursuant to Section 3.2(a).covenants shall have been amended or waived in any respects; (cd) Since since the date of execution of this Agreement, there has not no event or series of events shall have occurred any change, event, circumstances that reasonably would have or development that has had, or is reasonably likely to have, result in a Material Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. “Material Adverse Effect. ” means any material adverse effect on (i) All conditions to the obligations business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Lenexa Buyer Sub under the Lenexa Purchase Agreement shall have been satisfied or waived in accordance with the Lenexa Purchase Agreement (other than those conditions that by their nature are to be satisfied at the closingCompany and its subsidiaries, but subject to the satisfaction or waiver of those conditions)taken as a whole, and (ii) the Lenexa Buyer Sub shall be prepared transactions contemplated hereby or in the Settlement Agreement and Stipulation or (iii) the authority or ability of either Seller or the Company or any of its subsidiaries to close, perform any of its respective obligations under any of transactions envisioned in this Agreement or the Settlement Agreement and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this Agreement.Stipulation;

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation obligations of the Buyer to purchase the Transferred Assets Assets, assume the Assumed Liabilities and to take otherwise consummate the other actions required to be taken transactions contemplated by the Buyer this Agreement at the Closing is shall be subject to the satisfaction, satisfaction (or waiver by the Buyer) at or prior to before the Closing, of each Closing of the following conditions (any of which may be waived by the Buyer, in whole or in part):conditions: (a) Each no Law shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or any governmental or regulatory authority or instrumentality that prohibits the consummation of the transactions contemplated hereby on the Closing Date, and no action or proceeding shall be pending that is brought by any governmental or regulatory authority or instrumentality seeking to recover any damages or obtain other relief as a result of the consummation of such transactions; (b) the Seller shall have performed in all material respects the obligations required under this Agreement to be performed by it on or before the Closing Date, and the Buyer shall have received a certificate dated the Closing Date and signed by the President or any Vice President of the Seller to such effect; (c) the representations and warranties of made by the Seller contained in Article IV and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders 4 shall be true and correct in all material respects (and in all respects in the case of each representation and warranty that is qualified as of to materiality) when made on the date hereof of this Agreement and as of the Closing as if made on and as of the Closing Date, except (except for such representations and warranties i) that are made any representation or warranty that by its terms is stated to be true as of a specific particular date which shall speak need be true and correct only as of such date), date and (ii) that is to the extent of any inaccuracies (y) which are capable of remedy and have been remedied by the Seller at or prior to the Closing or (z) which result from changes and occurrences (which shall not include a Fundamental Representation breach by the Seller of a covenant, agreement or obligation under this Agreement) arising in the ordinary course of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of Business Product Lines after the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties this Agreement that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or had, and would not reasonably be expected to have, individually a Material Adverse Effect, and the Buyer shall have received a certificate dated the Closing Date and signed by the President or in any Vice President of the aggregate, Seller to such effect; (d) there shall not have occurred a Material Adverse Effect or materially impede or delay during the ability period from the date of any Party to consummate the transactions under this Agreement. (b) The Seller, the Seller Representative and the Seller Stockholders have performed or complied with, in all material respects, all agreements and covenants required to be performed or complied with by any Seller Stockholder, the Seller Representative or the Seller under this Agreement at or prior to the Closing Date; (e) Buyer shall have completed customer calls or visits with three (3) of the top five (5) customer(s) of each Business Product Line listed on Schedule 7.1(e) hereto, at a time to be reasonably agreed upon by the parties, and based upon such discussions the Seller has delivered all items required Buyer shall be satisfied in its sole reasonable discretion that none of such customers intends to be delivered at cease or materially reduce its purchase of Products from the Closing pursuant to Section 3.2(a)applicable Business Product Line during the twelve (12) month period following the Closing. (cf) Since the date of this Agreement, there has not occurred any change, event, circumstances or development that has had, or is reasonably likely to have, a Material Adverse Effect. (i) All conditions Seller shall have delivered to the obligations of Buyer the Lenexa Buyer Sub under the Lenexa Purchase Agreement shall have been satisfied or waived Ancillary Documents in accordance with Section 3.2, together with financing statement releases or termination statements with respect to any Liens on the Lenexa Purchase Agreement (Transferred Assets, other than those conditions that by their nature are to be satisfied at the closing, but subject Permitted Liens; (g) except to the satisfaction or waiver extent waived by the Buyer, the Seller shall have obtained the consents and approvals of those conditions), all Persons and all governmental authorities set forth on Schedule 7.1(g) required for the transactions contemplated hereby; and (iih) the Lenexa Buyer Sub Seller shall be prepared have delivered physical possession of all Transferred Equipment, Transferred Inventory, technical information and tangible Transferred Assets and any tangible evidence of all Transferred Know-How to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this AgreementBuyer.

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Transferred Assets and to take the other actions required to be taken by obligations of the Buyer at to consummate and effect this Agreement and the Closing is transactions contemplated hereby shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any to the satisfaction of which may be waived by the Buyer, in whole or in part):: (a) Each of The Seller shall have delivered an Employment Agreement, in the representations and warranties of form attached hereto as Exhibit B (the Seller contained in Article IV and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct in all respects as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date“Employment Agreement”), and (ii) that is not a Fundamental Representation of Confidentiality, Non-Compete, Non-Solicitation and Invention Assignment Agreement, in the form attached hereto as Exhibit C, each duly executed by the Seller or (the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date“Confidentiality Agreement”), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement. (b) The SellerSeller shall have delivered to the Buyer a certificate or certificates representing the Purchased Shares, accompanied by a stock power or powers duly endorsed to the Seller Representative and Buyer. (c) The Company shall have delivered to the Seller Stockholders have performed or complied withBuyer certificates of status from the Florida Secretary of State office, in all material respects, all agreements and covenants required to be performed or complied with by any Seller Stockholder, the Seller Representative or the Seller under this Agreement at or dated no more than five (5) Business Days prior to the Closing Date, and the Seller has delivered all items required to be delivered at the Closing pursuant to Section 3.2(a). (cd) Since Except for Dxxxxxx, all of the date directors of this Agreementthe Company shall have submitted letters of resignation to the Buyer, there has not occurred any change, event, circumstances or development that has hadwith such resignations effective as of the Closing. (e) Possession of, or access to, all originals (or copies if the originals are not available) of agreements, instruments, documents, deeds, books, records, minute books, files and other data and information within the possession of the Company or any of its Affiliates belonging to the Company, as of the Closing Date, whether in paper or electronic form (collectively, the “Records”); provided, however, that Seller may retain (1) copies of any Records that the Seller is reasonably likely to haveneed for complying with Laws; and (2) copies of any Records that in the reasonable opinion of the Seller will be required in connection with the performance of the Seller’s obligations hereunder. (f) All consents waivers and approvals necessary or desirable to effectuate the transactions contemplated herein. (g) Estoppel certificates duly and properly executed by all landlords and/or sublandlords with respect to any leased Real Property, a Material Adverse Effectin form and substance satisfactory to Buyer. (h) The Seller and the Company shall have executed and delivered to the Buyer the Shareholders’ Agreement with Buyer in the form attached hereto as Exhibit D (the “Shareholders’ Agreement”). (i) All conditions loans and advances payable by the Company to banks, lenders or any other creditors (the “Creditors”) shall be fully repaid, and the Seller shall provide evidence of such repayments from the Creditors in a form satisfactory to the obligations Buyer. (j) The bylaws of the Lenexa Company shall be in such form as are acceptable to the Buyer Sub under and the Lenexa Purchase Agreement Seller. (k) The Company shall have executed and delivered the services agreement with Aquilex, Inc. attached hereto as Exhibit E (the “Services Agreement”). (l) All of the certifications from the American Society of Mechanical Engineers that the Company holds as of the Closing Date shall have been satisfied or waived in accordance with renewed for a term of three years from the Lenexa Purchase Agreement (other than those conditions required renewal date, and any such certifications that by their nature are set to expire prior to June 30, 2016 shall been renewed early, if permitted to be satisfied renewed early, for a term of three years from the next renewal date. (m) Completion of an audit of the Company’s financial statements for fiscal year 2014 by Mxxxxx LLP, at the closing, but subject to Buyer’s expense. (n) The Seller shall have loaned the satisfaction or waiver of those conditionsCompany Four Hundred Ninety Thousand Dollars ($490,000), and (ii) the Lenexa Buyer Sub Company shall be prepared have executed and delivered to close, and capable of closingthe Seller a term promissory note, in accordance with the Lenexa Purchase Agreement simultaneous with form attached hereto as Exhibit F (the Closing under this Agreement“Promissory Note”).

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation of the Buyers to purchase complete the Transferred Assets subscription shares of Preferred Stock and to take the other actions required to be taken by transactions as contemplated in the Buyer at the Closing Transaction Documents is subject to the satisfaction, at or prior to the Closing, satisfaction of each of the following conditions on or before the Closing Date (any of which it being understood that Buyers shall have no obligation to complete the subscription for the Preferred Stock if the Closing Date has not occurred on or before January 15, 2006); provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyer, Buyers at any time in whole or in part):their sole discretion by providing the Company and the Issuer with prior written notice thereof: (a) Each The Company and the Issuer shall have executed each of the Transaction Documents applicable to it and delivered the same to the Buyers. (b) The Company shall have issued to the Buyers the Warrants and shares of Preferred Stock set forth with respect to such Buyer on Schedule A. (c) The Company shall have either (a) obtained confirmation from Nasdaq that the issuance of the Preferred Stock does not require approval by the shareholders of the Company pursuant to Rule 4350(i) of Nasdaq’s Marketplace Rules, or obtained an exemption from such requirement, or (b) obtained approval of its shareholders meeting the requirements of Rule 4350(i) of Nasdaq’s Marketplace Rules. (d) The Company shall have completed the reduction of the nominal value of its Ordinary Shares from 20 pxxxx to 1 pxxxx, and such reduction shall have become effective, and the increase in the Company’s authorized share capital to 110,000,000 shares shall have become effective. (e) The ADSs shall be authorized for quotation on the Principal Market, trading in the ADSs shall not have been within the last 365 days suspended by the SEC or the Principal Market and the ADSs and the Warrant Shares shall be approved for listing upon the Principal Market. (f) The representations and warranties of the Seller contained in Article IV Company and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders Issuer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of the Closing Date as if though made on and as of the Closing at that time (except for such representations and warranties that are made speak as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement. (b) The Seller, the Seller Representative and the Seller Stockholders Company or Issuer shall have performed or performed, satisfied and complied withwith the covenants, in all material respects, all agreements and covenants conditions required by the Transaction Documents to be performed performed, satisfied or complied with by any Seller Stockholder, the Seller Representative Company or the Seller under this Agreement Issuer at or prior to the Closing Date. The Buyer shall have received a certificate, and executed by the Seller has delivered all items required to be delivered at CEO, President or CFO of the Company, dated as of the Closing pursuant Date, to Section 3.2(a)the foregoing effect in the form attached hereto as Exhibit D-1. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Issuer, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit D-2. (cg) Since The Board of Directors of the date Company shall have adopted resolutions in the form attached hereto as Exhibit B-1 which shall be in full force and effect without any amendment or supplement thereto as of this Agreementthe Closing Date. The Board of Directors of the Issuer shall have adopted resolutions in the form attached hereto as Exhibit B-2 which shall be in full force and effect without any amendment or supplement thereto as of the Closing Date. (h) As of the Closing Date, there has not occurred any changethe Company shall have reserved out of its authorized and unissued Ordinary Shares, event, circumstances or development that has had, or is reasonably likely to have, a Material Adverse Effectsolely for the purpose of effecting issuances of ADSs upon exchange of the Preferred Stock under the Transaction Documents Ordinary Shares in an amount sufficient for issuance upon exchange of the Preferred Stock and exercise of the Warrants. (i) All conditions The Issuer shall have delivered to the obligations Buyers a certified copy of the Lenexa Buyer Sub under Certificate of Incorporation as certified by the Lenexa Purchase Agreement Secretary of State of the State of Delaware within five (5) Trading Days prior to the Closing Date evidencing the terms and conditions of the Preferred Stock as set forth in Exhibit A attached hereto. (j) The Company shall have been satisfied or waived delivered to the Buyers a secretary’s certificate executed by the Secretary of the Company, dated as of the Closing Date, in accordance the form attached hereto as Exhibit E-1. The Issuer shall have delivered to the Buyers a secretary’s certificate executed by the Secretary of the Issuer, dated as of the Closing Date, in the form attached hereto as Exhibit E-2. (k) The Company shall have delivered to the Buyers, opinions of counsel in form reasonably acceptable to the Buyers. (l) The Company and the Issuer shall have provided the Buyers with the Lenexa Purchase Agreement (other than those conditions that information requested by the Buyers in connection with their nature are to be satisfied at due diligence requests made prior to, or in connection with, the closing, but subject to the satisfaction or waiver of those conditions), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this AgreementClosing.

Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation of the Buyer to purchase complete the Transferred Assets subscription for ___ shares of Preferred Stock and to take the other actions required to be taken by transactions as contemplated in the Buyer at the Closing Transaction Documents is subject to the satisfaction, at or prior to the Closing, satisfaction of each of the following conditions (any of which on or before the Closing Date; provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer, Buyer at any time in whole or in part):its sole discretion by providing the Company and the Issuer with prior written notice thereof: (a) Each The Company and the Issuer shall have executed each of the Transaction Documents applicable to it and delivered the same to the Buyer. (b) The Company shall have issued to the Buyer the Warrants. The Issuer shall have issued to the Buyer ___ shares of Preferred Stock. (c) The ADSs shall be authorized for quotation on the Principal Market, trading in the ADSs shall not have been within the last 365 days suspended by the SEC or the Principal Market and the ADSs and the Warrant Shares shall be approved for listing upon the Principal Market. (d) The Buyer shall have received the opinions of the Company’s and the Issuer’s legal counsels dated as of the Closing Date in customary form. (e) The representations and warranties of the Seller contained in Article IV Company and of the Seller Stockholders contained in Article V: (i) that is a Fundamental Representation of the Seller or the Seller Stockholders Issuer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of the Closing Date as if though made on and as of the Closing at that time (except for such representations and warranties that are made speak as of a specific date which shall speak only as of such date), and (ii) that is not a Fundamental Representation of the Seller or the Seller Stockholders shall be true and correct (in each case without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing (except for such representations and warranties that are made as of a specific date which shall speak only as of such date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impede or delay the ability of any Party to consummate the transactions under this Agreement. (b) The Seller, the Seller Representative and the Seller Stockholders Company or Issuer shall have performed or performed, satisfied and complied withwith the covenants, in all material respects, all agreements and covenants conditions required by the Transaction Documents to be performed performed, satisfied or complied with by any Seller Stockholder, the Seller Representative Company or the Seller under this Agreement Issuer at or prior to the Closing Date. The Buyer shall have received a certificate, and executed by the Seller has delivered all items required to be delivered at CEO, President or CFO of the Company, dated as of the Closing pursuant Date, to Section 3.2(a)the foregoing effect in the form attached hereto as Exhibit D-1. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Issuer, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit D-2. (cf) Since The Board of Directors of the date Company shall have adopted resolutions in the form attached hereto as Exhibit B-1 which shall be in full force and effect without any amendment or supplement thereto as of this Agreementthe Closing Date. The Board of Directors of the Issuer shall have adopted resolutions in the form attached hereto as Exhibit B-2 which shall be in full force and effect without any amendment or supplement thereto as of the Closing Date. (g) As of the Closing Date, there has not occurred any changethe Company shall have reserved out of its authorized and unissued Ordinary Shares, event(A) solely for the purpose of effecting issuances of ADSs upon exchange of the Preferred Stock under the Transaction Documents, circumstances or development that has hadat least ________ Ordinary Shares and (B) ________ Ordinary Shares for issuance upon exercise of the Warrants. (h) The Irrevocable Transfer Agent Instructions, or is reasonably likely in form acceptable to have, a Material Adverse Effectthe Buyer shall have been delivered to and acknowledged in writing by the Company and the Company’s Transfer Agent. (i) All conditions The Company shall have delivered to the obligations Buyer a certificate evidencing the existence of the Lenexa Buyer Sub Company under the Lenexa Purchase Agreement laws of England and Wales issued by the appropriate authorities as of a date within ten (10) Trading Days of the Closing Date. The Issuer shall have been satisfied or waived delivered to the Buyer a certificate evidencing the existence and good standing of the Issuer under the laws of the State of Delaware issued by the appropriate authorities as of a date within ten (10) Trading Days of the Closing Date. (j) The Issuer shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) Trading Days of the Closing Date evidencing the terms and conditions of the Preferred Stock as set forth in accordance Exhibit A attached hereto. (k) The Company shall have delivered to the Buyer a secretary’s certificate executed by the Secretary of the Company, dated as of the Closing Date, in the form attached hereto as Exhibit E-1. The Issuer shall have delivered to the Buyer a secretary’s certificate executed by the Secretary of the Issuer, dated as of the Closing Date, in the form attached hereto as Exhibit E-2. (l) The Company and the Issuer shall have provided the Buyer with the Lenexa Purchase Agreement (other than those conditions that information requested by their nature are to be satisfied at the closingBuyer in connection with its due diligence requests made prior to, but subject to or in connection with, the satisfaction or waiver of those conditions), and (ii) the Lenexa Buyer Sub shall be prepared to close, and capable of closing, in accordance with the Lenexa Purchase Agreement simultaneous with the Closing under this AgreementClosing.