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

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is are subject to the satisfaction (or waiver by the Buyer’s waiver) of the following conditions as of the Closing of the following conditionsDate: (a) Each of the representations and warranties made by of the Seller Company and the Securityholders contained in this Agreement shall Article 3 and Article 4 hereof will be true and correct in all material respects when made (or, to the extent qualified by materiality within any such representation or warranty, true and on correct in all respects) at and as of the time of the Closing (without taking into account any Updated Schedules delivered in accordance with Section 6.03 except to the extent that the disclosures in such Updated Schedules are the result of activities explicitly contemplated by this Agreement or permitted by Section 6.01), as if made on the Closing Date as though and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties were made on to be true and correct has not caused a Material Adverse Effect, (ii) for activities explicitly contemplated by this Agreement or permitted by Section 6.01, and (iii) for those representations and warranties that address matters as of Closing Date subject any other particular date (in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality within any changes permitted pursuant such representation or warranty, true and correct in all respects) as of such particular date, except to this Agreement.the extent that the failure of such representations and warranties to have been true and correct as of such particular date has not caused a Material Adverse Effect); (b) The Seller the Company and the Securityholders shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required to be performed by them under this Agreement at or prior to the Closing; (c) all consents which are set forth on Schedule 9.01(c) hereto shall have been obtained; (d) all material governmental filings and Approvals, including the Antitrust Approvals, that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 9.01(d) hereto shall have been made and obtained; (e) any applicable waiting period under the Antitrust Laws, including any extension, shall have expired or shall have been earlier terminated; (f) no action, suit, claim or legal, administrative or arbitration proceeding or investigation shall be pending or, to the Knowledge of the Company, threatened before any Governmental Authority wherein an unfavorable decision issued pursuant to such action would reasonably be anticipated to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be performed rescinded following consummation or complied with (iii) permit consummation of the transactions contemplated by the Seller on this Agreement only subject to any condition or before the Closing.restriction that has had or would reasonably be expected to have a Material Adverse Effect; (cg) No order or injunction the Company shall have delivered to the Buyer a certificate, dated the Closing Date, stating that the preconditions specified in Sections 9.01(a) and 9.01(b), as they relate to the Company, have been satisfied; (h) the Company shall have delivered a certificate of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as an officer of the Closing which restrains or prohibits Company (i) certifying and attaching the transfer resolutions of the Asset or board of directors of the Company authorizing the consummation of the transactions set forth herein and (ii) certifying to the incumbency and signatures of the officers of the Company executing this Agreement and any other transaction contemplated hereby.documents delivered pursuant to this Agreement; (di) The Title Company no Material Adverse Effect shall have issued to occurred after the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as date of the Closing Date.this Agreement; (ej) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller Company shall have delivered evidence that the Management Agreement has been terminated. (gso-called “shareholder approval requirements” of Section 280G(b)(5)(B) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the AssetCode and the regulations thereunder (including, without limitation, the 75 percent shareholder approval requirement and the adequate disclosure requirement) have been met with respect to each payment that (i) the closing date under the Related Agreements shall would otherwise be the same treated as the Closing Date under this Agreement and (ii) the closing a parachute payment pursuant to Section 280G of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.Code, including, without limitation, the closing matters referenced in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing disclosures set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt items 3 through 14 on Schedule 3.03(b)(iii); and (k) each of the applicable deed or assignment of lease Securityholders set forth on Exhibit C shall have executed and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent delivered to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute Buyer a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Joinder Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by provided for in this Agreement and pay the Purchase Price is shall be subject to the satisfaction (or waiver by the Buyer) as of the Closing each of the following conditions on or before the dates specified, subject to the right of Buyer to waive any one or more of such conditions: (a) Each Fidelity National Title Insurance Company (the “Title Company”) shall be committed to issue to Buyer a commitment in favor of Buyer for a current owner's policy of title insurance from with respect to the Real Property, in the amount of the representations Purchase Price and warranties made shall show Seller as the owner of the Real Property, pursuant to the title commitment in the form attached hereto as Exhibit H (the “Title Commitment”). Buyer shall take title subject to so-called “standard exceptions” contained on the inside jacket cover of the Title Commitment (other than as caused to be removed by the affidavit contemplated to be delivered by Seller in this Agreement accordance with Section 1.7(a)(ii) above and, provided that the “standard” survey exception shall be true removed if Buyer has provided to the Title Company a survey satisfactory to the Title Company to remove such exception) and correct in all material respects when made and the other exceptions set forth on and the Title Commitment). Seller shall pay for the cost to release any mortgages or monetary liens affecting the Property as of the Closing Date as though such representations and warranties were made on and date of this Agreement, which liens Seller shall be obligated to remove from title as of Closing Date subject (without any obligation of Buyer to any changes permitted pursuant specifically object to this Agreementthe same). (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller have, on or before the date of Closing, performed all of its covenants, obligations and agreements under this Agreement, including, without limitation, execution and delivery of all closing documents required by Section 1.7. (c) No order Seller shall have, on or injunction before the date of any court or administrative agency Closing, delivered a fully executed copy of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority a consent document evidencing the consent of competent jurisdiction shall be in effect or threatened in writing as its lender and the release of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required Property to be made conveyed hereunder from all liens and security interests held by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoinglender, in the event that any of the Seller or Other Sellers such form as is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail reasonably acceptable to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price Closing is subject to the satisfaction (or waiver by the Buyer) as of the Closing each of the following conditionsadditional conditions as of immediately prior to the Closing: (ai) Each of the representations and warranties made by of the Company and the Seller made in this Agreement, in any other Transaction Document or in any written certificate delivered pursuant to this Agreement shall (disregarding any Company Material Adverse Effect or materiality qualification) be true and correct on the date of this Agreement, such Transaction Document or such certificate, as the case may be, and shall (disregarding any Company Material Adverse Effect or materiality qualification, but not disregarding any specific dollar thresholds set forth therein) be true and correct on and as of the Closing Date, as though made on and as of the Closing Date (except, in each case, for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time)), except where the failure of such representations and warranties to be true and correct on the date hereof, the date of such Transaction Document or the date of such written certificate, on the Closing Date or as of a specific date or time, would not (individually or together with other failures of such representations and warranties to be true and correct as of such date) have a Company Material Adverse Effect (other than the representation and warranty in the penultimate sentence of Section 4D, which shall be true and correct in all material respects when made respects) and on and as of the Company shall have delivered to the Buyer a certificate to the foregoing effect dated the Closing Date as though such representations and warranties were made signed by a senior executive officer of the Seller and the Company on behalf of the Seller and as of Closing Date subject to any changes permitted pursuant to this Agreement.the Company confirming the foregoing; (bii) [intentionally omitted] (iii) The Company and the Seller shall have performed or complied in all material respects with each obligation all obligations and covenant covenants required by this Agreement to be performed or complied with by the Seller on or before Company and the Closing. Seller, respectively (cexcept for the covenants contained in Section 3B(xvi) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction this Agreement which shall be complied with in effect or threatened in writing as all respects), by the time of the Closing which restrains or prohibits and the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued delivered to the Buyer a certificate to the foregoing effect dated the Closing Date and signed by a senior executive officer of the Seller and the Company on behalf of the Seller and the Company confirming the foregoing; (iv) On the Closing Date, the Seller or the Company shall have delivered to the Buyer the Title Policy following: (1) the original certificates evidencing the Company Equity Interests and NSP Capital Shares issued to the Seller, accompanied by unit powers or stock powers, as applicable, duly executed in blank; (2) a “marked-up” title commitment committing certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Company certifying that attached or appended to issue such Title Policycertificate: (A) effective is a true and correct copy of the Company’s certificate of formation and limited liability company agreement, and all amendments thereto; (B) is a true copy of all limited liability company actions taken by it, including resolutions of its board of managers, authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by it pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party; and (3) certificates of good standing from the appropriate state agencies, dated as of a recent date (e.g., not more than 14 days prior to the Closing Date.), certifying that the Company, each Subsidiary organized under the laws of the United States and NSP Capital is in good standing in the state of its incorporation; (ev) The Seller Buyer shall have made received debt financing and have a revolving credit facility available for periods after the Closing on terms set forth in the Debt Commitment Letter (as such terms may be modified by the exercise of “market flex” provisions to which the Debt Commitment Letter is subject (which “market flex” provisions were provided by Buyer to Seller’s counsel prior to the date of this Agreement) and after taking into account any draw down of the Newco Bridge Facility, the Parent Bridge Facility and/or the Opco Backstop Term Amount portion of the Senior Credit Facilities (each as defined in the Debt Commitment Letter)) or caused other terms that may be reasonably satisfactory to Buyer; provided that to the extent that all or any portion of the Notes or the Holdco Notes are not being refinanced, redeemed, purchased or repaid on the Closing Date, the condition set forth in this Section 2B(v) shall not be construed to include Buyer’s receipt of any financing contemplated by the Debt Commitment Letter that would be used to refinance, redeem, purchase or repay the Notes or the Holdco Notes; provided further that it shall be a condition to Buyer’s obligations hereunder that, to the extent not received on the Closing Date, the obligation to issue the Newco Notes and the Newco Bridge Facility under the Debt Commitment Letter shall not have been maderepudiated in writing by the lender(s) all party thereto; (vi) Since the date of the deliveries required to be made by Latest Balance Sheet, the Seller under SECTION 7.2.Company shall not have suffered a Company Material Adverse Effect; (fvii) Each of the agreements listed on Section 2B(vii) of the Company Disclosure Letter shall have been terminated effective on or prior to the Closing Date; (viii) On or prior to the Closing Date, the Company shall have delivered to Buyer (A) a payoff letter in customary form with respect to the Senior Credit Facility and (B) releases of all Liens (other than Permitted Encumbrances) with respect to the capital stock, property and assets of NSP Capital, the Company or any Subsidiary of the Company with respect to indebtedness for borrowed money that is being repaid on the Closing Date (including the Senior Credit Facility), which Lien releases shall be in customary form and may be effective upon repayment of the loans giving rise to such Liens; (ix) The Seller shall have delivered evidence that to the Management Agreement has been terminated.Buyer an affidavit of the type described in Treas. Reg. Section 1.1445-2(b), dated the Closing Date; (gx) Except as otherwise set forth belowThe Company shall have obtained the third party consents, it shall be a condition precedent to the Buyer’s obligation to close approvals, and waivers listed on the sale Section 2B(x) of the Asset, that Company Disclosure Letter; (ixi) Assuming delivery from the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing Buyer or other assignee of the Related Agreements shall take place simultaneously with Holdco Notes of any support certificate reasonably requested by Xxxxxxxx & Xxxxx LLP regarding the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing matters set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt Section 5.01 of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such dateHoldco Notes Indenture, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have received an opinion from Xxxxxxxx & Xxxxx LLP substantially in the right to terminate this Agreement form of Exhibit 2B(xi) attached hereto; (and all other Related Agreementsxii) and the Seller shall be deemed in breach hereof whereupon The Buyer shall have received from the remedies Seller and holders of common or preferred units of the Seller a fully executed copy of the Seller Member Representation Letter and Release in the form attached hereto as Exhibit 2B(xii) (the “Seller Member Letter”) providing for indemnification in an aggregate amount equal to the Purchase Price for the matters specified therein; and (xiii) The Management Rollover Amount shall have been invested in equity securities of the Ultimate Parent Company either (A) in cash, (B) on terms substantially consistent with those set forth in SECTION 11.2(c)Section 3J hereof, except that or (C) on other terms reasonably satisfactory to the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c)Buyer. Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence Any condition specified in this clause (g) shall control), then any such notice Section 2B may be waived prior to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of Closing only by a written instrument signed by the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaBuyer.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each There shall have occurred a Completion of the Study-as-Planned Triggering Event, an Expansion of Enrollment Triggering Event or a Terminate for Efficacy Triggering Event. (b) In the event of an occurrence of a Completion of the Study-as-Planned Triggering Event, within [ * ] Business Days of such occurrence or, if the Seller fails to comply with its obligations under Section 5.1(c) within the time periods set forth therein, then such longer period as shall be required for the Seller to comply with such obligations, the Buyer shall have delivered a written notice to the Seller electing to proceed with the Closing. (c) The Seller shall have complied with Section 5.1 of this Agreement. (d) The Seller and the Venture Lenders shall have executed all documents, instruments and agreements required under the Loan and Security Agreement to permit the transactions contemplated by this Agreement, and all such documents, instruments and agreements shall be in full force and effect. (e) The Intellectual Property Security Agreement shall be in full force and effect. (f) The Collateral Sharing Agreement shall be in full force and effect. (g) The Seller shall have delivered to the Buyer standard corporate existence and authority opinions in respect of the Seller, enforceability opinions on this Agreement, an opinion that this Agreement does not conflict with the Dainippon Agreement or the Loan and Security Agreement and an opinion as to the Buyer’s duly perfected security interest in the Collateral, each opinion from counsel to the Seller and in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (i) The representations and warranties made by of the Seller contained in this Agreement Section 3.1 shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” such representation or warranty (as so written, including the term “material”) shall be [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. true and correct in all respects as of the Closing Date subject or such other date, as applicable, and the Buyer shall have received a certificate executed by an authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (j) No event or events shall have occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) (i) a default by the Seller under the Loan and Security Agreement or (ii) a material adverse effect on the business, operations or financial condition of the Seller, including upon the Product, the Vosaroxin Product Rights or the Payment Stream. The Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (k) There shall not have been issued and be in effect any changes permitted pursuant to Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (bl) The Seller There shall not have performed been instituted or complied be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in all material respects connection with each obligation and covenant required by this Agreement the transactions contemplated hereby or (iii) seeking to be performed restrain or complied with by prohibit the Seller on or before Buyer’s purchase of the ClosingPayment Stream. (cm) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Buyer shall be in effect or threatened in writing as have received a certificate of the Closing which restrains Secretary or prohibits the transfer an Assistant Secretary of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and Seller, dated as of the Closing Date. (e) The Seller shall have made (or caused , certifying as to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under incumbency of each officer of the Related Agreements shall be Seller executing this Agreement and the same as the Closing Date under this Security Agreement and (ii) the closing attached copies of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.Seller’s certificate of incorporation, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived bylaws and resolutions adopted by the appropriate party, including without limitation Seller’s board of directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of delivery by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any Security Agreement and the consummation by the Seller of the transactions contemplated hereby and thereby. (n) The Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreementshall have received a valid, as applicable, under any provision of this Agreement or such Related Agreement properly executed Internal Revenue Service Form W-9 certifying that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement Seller is exempt from U.S. federal withholding Tax and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa“backup” withholding Tax.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated to be performed by this Agreement and pay it in connection with the Purchase Price is Closing will be subject to the satisfaction (or waiver by the Buyer, in whole or in part, in writing; provided that any such waiver shall require the prior written consent of the Parent Investor) of the following conditions as of the Closing time of the following conditionsClosing: (a) Each of the representations representation and warranties made by the Seller warranty set forth in this Agreement shall Section 7 will be true and correct in all material respects when made and on at and as of the time of the Closing Date as though such representations then made, except for changes expressly required by this Agreement and warranties were made on and as of Closing Date subject except for any representation or warranty that expressly relates to any changes permitted pursuant to this Agreementa specific prior date. (b) The Each Seller shall will have performed or and complied in all material respects with all of the covenants and agreements (considered collectively), and each obligation of the covenants and covenant agreements (considered individually), required by this Agreement to be performed by such Seller under this Agreement or complied any other agreements, documents and instruments to be entered into by such Seller in connection with by the Seller on transactions contemplated hereby at or before prior to the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction There shall be in effect no proceeding commenced or threatened in writing as of against the Closing Buyer or any Seller involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which restrains or prohibits the transfer of the Asset or the consummation of any other transaction the transactions contemplated herebyby this Agreement. (d) The Title Company Sellers shall have issued delivered the Acquired Assets and Parent Shares to the Buyer the Title Policy Buyer, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or a “marked-up” title commitment committing to issue such Title Policyotherwise) effective and dated as of the Closing Dateencumbrances, excepting only Assumed Liabilities. (e) The Seller There shall have made been no material adverse change in the condition (financial or caused to have been made) all otherwise), results of operations, properties, assets, Liabilities of a Seller or the deliveries required to be made by the Seller under SECTION 7.2Business. (f) The Seller pro forma consolidated financial statements of the Buyer (including the Acquired Assets) shall have delivered evidence that been completed in accordance with the Management Agreement has been terminatedExchange Act , and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements completed and submitted. (g) Except as otherwise set forth below, it Sellers shall be a condition precedent have delivered to the Buyer’s obligation to close on Buyer the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing items set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSection 6.02.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is shall be subject to the satisfaction (or waiver following conditions for the exclusive benefit of the Buyer, which may be waived by the Buyer) as of the Closing of the following conditionsBuyer in whole or in part: (a) Each The Sellers shall have performed and complied in all material respects with all covenants and obligations of this Agreement to be complied with and performed by the Sellers at or before Closing. (b) The Sellers shall have assigned, transferred and assumed all obligations of the Excluded Royalties (except [Redacted]) and the outstanding securities of Tiomin Peru S.A.C. to entities other than the Holding Entities on terms and conditions to the satisfaction of the Buyer, acting reasonably, and the cost of such assignment, transfer and assumption shall be borne entirely by the Sellers. (c) All representations and warranties made by of the Seller Sellers in this Agreement shall be true and correct in all material respects when made and on and (or, if qualified by materiality, in all respects) as of the Closing Date date of Closing, with the same force and effect as though such representations and warranties were if made on and as of Closing Date subject that date, except: (i) to any the extent that such representations and warranties refer to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date; and (ii) for changes permitted pursuant to contemplated by this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company Sellers shall have issued delivered to the Buyer a certificate, dated as of the Title Policy date of Closing, executed by one executive officer or the equivalent of each of the Sellers, certifying that the conditions stated in Sections 6.1(a) and 6.1(c) have been satisfied. (e) The Competition Act Approval and Macedonian Competition Act Approval shall have been obtained and shall remain in full force and effect on the Closing and shall not have been rescinded. (f) The Buyer Shareholder Approval shall have been obtained at the Buyer Meeting in accordance with Legal Requirements. (g) The TSX and the NYSE shall have conditionally approved the listing thereon, subject to official notice of issuance, of the Consideration Shares to be issued on the Closing Date. (h) There shall be no pending or threatened third party Litigation seeking to obtain damages in connection with, or to restrain, prohibit, invalidate, set aside, in whole or in part, the consummation of this Agreement or the transactions contemplated by this Agreement or which if successful could have the effect of any of the foregoing or any Judgment providing for any of the foregoing, other than those which would not reasonably be expected to have a “marked-up” title commitment committing Sellers Material Adverse Effect. (i) Legal opinions dated the Closing Date and addressed to issue such Title Policythe Buyer, in form and substance satisfactory to the Buyer and its counsel, acting reasonably, shall have been delivered by counsel to the Sellers to the Buyer with respect to: (i) effective the incorporation or formation and existence of each Holding Entity under the laws of its jurisdiction of incorporation or formation; (ii) the holders of all of the issued and outstanding shares or other equity ownership interests of each Holding Entity; and (iii) that each Holding Entity has all requisite power and capacity under the laws of its jurisdiction of incorporation or formation to carry on its business as presently carried on and own its properties. (j) Sellers shall have caused Orion Fund JV Limited to sell its ownership interest in Nanjo Royalties, S. de X.X. de C.V. to the Buyer on Closing. (k) No Sellers Material Adverse Effect shall have occurred since the date of this Agreement and the Sellers shall have provided to the Buyer a certificate, dated as of the Closing Date, executed by one executive officer or the equivalent of each of the Sellers, to such effect. (el) The Seller Sellers shall have made caused Orion Resource Partners (or caused USA) LP and Orion Merchant, LLC to have been made) all of execute and deliver to the deliveries required to be made by Buyer the Seller under SECTION 7.2Transition Services Agreement. (fm) The Seller Sellers shall have delivered evidence that caused the Management Agreement has been terminatedholder(s) of Consideration Shares to execute and deliver to the Buyer the Shareholder Participation Agreement. (gn) Except as otherwise set forth below, it The Stream Instrument in respect of the Xxxxxx Silver Stream shall be a condition precedent have been amended on terms satisfactory to the Buyer’s obligation Buyer and Sellers, each acting reasonably, to close on amend the sale term of the Asset, that Stream Instrument to (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and life of mine, (ii) be a stream percentage of 100% of payable silver until 19,300,000 ounces have been delivered, after which the closing stream percentage will be 30% and (iii) [Redacted - Commercially sensitive]. The foregoing conditions are for the exclusive benefit of the Related Agreements shall take place simultaneously with Buyer and any such condition may be waived in whole or in part by the Buyer at or prior to the Closing hereunder (i.e.by delivering to the Sellers a written waiver to that effect executed by the Buyer. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity the Buyer may have, including any claims the closing in this Agreement Buyer may have for breach of covenant, representation or any Related Agreement will have occurred when all warranty by the Sellers, and also without prejudice to the rights of termination of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, Buyer in the event that any of the Seller or Other Sellers is in default under this Agreement or non-performance of any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement conditions in whole or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versapart.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is are subject to the satisfaction (or waiver by the Buyer’s waiver) of the following conditions as of the Closing of the following conditionsDate: (a) Each of (i) the representations and warranties made by of the Seller Sellers contained in Section 3.02 (Interests Owned) shall have been true and correct as of the date of this Agreement and as of the Closing Date in all respects, (ii) the Fundamental Representations shall be have been true and correct in all material respects when made (or, to the extent qualified by materiality or Material Adverse Effect within any such representation or warranty, true and on correct in all respects) as of the date of this Agreement and as of the Closing Date, except (A) for changes contemplated by this Agreement, and (B) for those representations and warranties that address matters only as of the date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect within any such representation or warranty, true and correct in all respects) as of such particular date), and (iii) all other representations and warranties of the Sellers contained in Article 3 shall have been true and correct as of the date of this Agreement and as of the Closing Date (except that the accuracy of representations and warranties that by their terms speak as though of specific date will be determined as of such specified date), other than to the extent that the failure of such representations and warranties were made on to be true and as of Closing Date subject correct individually or in the aggregate would not reasonably be expected to cause a Material Adverse Effect (or, to the extent qualified by Material Adverse Effect within any changes permitted pursuant to this Agreement.such representation or warranty, true and correct in all respects); (b) The Seller the Sellers shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required by this Agreement to be performed by them under this Agreement at or complied with by the Seller on or before prior to the Closing.; (c) No all consents, approvals, Filings, waivers or concessions required from third parties set forth on Schedule 9.01(c) and all Communications Regulatory Authority Consents set forth on Schedule 3.03(c) shall have been made or obtained, and, in the case of consents, approvals, Filings, waivers or concessions of Governmental Authorities (including Communications Regulatory Authority Consents), shall have been made by Final Order; (d) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a Governmental Authority or injunction pursuant to Applicable Law shall be in effect which prohibits, restrains or renders illegal the consummation of the transactions contemplated hereby or would cause such transactions to be rescinded, nor shall any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated proceeding brought by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as seeking any of the Closing foregoing be pending, and there shall not be any action taken, or any Applicable Law enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement which restrains makes the consummation thereof, as contemplated herein, illegal; (e) since the date of this Agreement, there shall have been no Material Adverse Effect or prohibits Material Adverse Regulatory Event; (f) the transfer Parent shall have delivered to Buyer a certificate, executed by the chief executive or financial officer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and Parent, dated as of the Closing Date. , certifying that the conditions set forth in Sections 9.01(a), (b) and (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated.satisfied; (g) Except as otherwise set forth below, it the Sellers shall be a condition precedent to have delivered the Buyer’s obligation to close Payoff Letters or other written agreements for the release of all Liens (other than Permitted Liens) on the sale any assets or properties of the Asset, that Company and the Seller Entities (in form and substance reasonably satisfactory to Buyer); (h) the Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent; (i) the closing date under Financing Documents shall have been executed and delivered by RTFC and the Related Agreements shall be the same as the Closing Date under this Agreement and Company; (iij) the closing Company or, alternatively, Parent, shall have delivered to Buyer a certificate or certificates in form and substance reasonably satisfactory to Buyer, certifying any facts that would exempt the transaction contemplated hereby from or eliminate withholding under Section 1445 of the Related Agreements Code and analogous provisions of foreign Applicable Tax Law; (k) Buyer shall take place simultaneously have received, with respect to the Closing hereunder (i.e.Company and each Seller Entity, the closing in this Agreement a certificate of good standing or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreementvalid existence, as applicable, andof the Company or Seller Entity, as applicable, issued by the respective parties thereto fail Secretary of State or other Governmental Authority of the jurisdiction in which such entity was organized and each jurisdiction in which such entity is qualified or authorized to close under such Defaulted Agreementdo business as a foreign corporation, thenlimited liability company or other legal entity, so long as the Acquisition Threshold is metin each case, a closing under such Defaulted Agreement shall not be a condition precedent dated no more than seven days prior to the Buyer’s obligation to close under this Agreement or any other Related Agreement Closing Date; (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the l) Buyer shall have received, with respect to the right Company and each Seller Entity the Organizational Documents, certified by the Secretary of State or other Governmental Authority of the jurisdiction of organization, to terminate this Agreement (and all other Related Agreements) the extent applicable, and the Company’s or Seller shall be deemed in breach hereof whereupon Entity’s corporate Secretary, as applicable; (m) Buyer shall have received, resolutions of the remedies set forth in SECTION 11.2(c), except that the aggregate amount members of out-of-pocket costs Parent authorizing and expenses that the Buyer will be entitled to recover from the Seller for damages under approving this Agreement and the transactions contemplated hereby, certified by the Parent’s Secretary or other Related Agreements authorized officer; (n) Buyer shall in no event exceed Three Hundred Thousand Dollars have received ($300,000.00at the office of its outside legal counsel) under SECTION 11.2(c). Additionally, if any the corporate minute books and stock or other equity interests of the Company and each Seller Entity; (o) Buyer or Affiliate Buyers elects shall have received evidence, reasonably satisfactory to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) to the right to terminate (other than as the result consummation of the SellerDivestitures; (p) The FTI Letter Agreement shall be in full force and effect and, to the extent requested by Buyer Parent in accordance with the terms of the FTI Letter Agreement, the FTI Transition Management Services Agreement shall have been executed and delivered by FTI; (q) The PSC shall not have granted a cable franchise to a third party, who in ATN’s default reasonable judgment is (or is reasonably likely to become) a bona fide competitor to the cable business operated by the Seller Entities, between the date hereof and the Closing Date; (r) Each of the Permits identified on Schedule 9.01(r) is in full force and effect and, with respect to any Permit identified on Schedule 9.01(r) that pursuant to its terms is scheduled to expire within sixty (60) days after the Closing Date, the Company and the Seller Entities have timely filed an application to renew or extend such Permit; (s) The Management Services Agreement, dated as of January 28, 2010, between FTI and Parent shall be terminated with no further force or effect or Liability on the part of the Company or any Seller Entity; (t) The Union Contract Extension is in full force and effect; (u) Each Seller Entity providing services in the United States that is subject to Communications Laws and all facilities in the United States used by the Business to provide services in the United States that are subject to Communications Laws are compliant in all material respects with all applicable Communication Laws; each Seller Entity providing services in the United States that is subject to the Metrics and all facilities in the United States used by the Business to provide services in the United States that are subject to the Metrics are compliant in all material respects with all applicable Metrics; each Seller Entity that is subject to Communications Laws shall provide the Buyer with reasonable evidence of such compliance; and each Seller Entity that is subject to a Metric shall provide the Buyer with reasonable evidence that it has been in compliance with such Metrics for which at least the 90 consecutive days immediately preceding sentence in this clause the Closing Date, excluding, for purposes of such calculation, any days of non-compliance attributable to a single event outside of the reasonable control of the Company and Seller Entities that could not have been avoided through the exercise of due care and that causes a Seller Entity to fail to comply with one or more Metrics during such 90-day period (g) shall controla “Force Majeure Interruption”), then any and aggregating the days immediately preceding and immediately following such notice to terminate under any such agreement shall be deemed an election to terminate this Force Majeure Interruption as if consecutive; and (v) The Settlement Agreement and Mutual Release, dated as of August 25, 2015, by and between Bonneville Group Virgin Islands, Inc. and the Virgin Islands Telephone Corporation d/b/a Innovative Telephone, a copy of which has been provided to Buyer, remains in full force and effect and Sellers have paid all amounts owed thereunder and delivered evidence reasonably satisfactory to Buyer of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versasuch payment.

Conditions to the Buyer’s Obligations. The obligation of the Buyer and Merger Sub to consummate the transactions contemplated by this Agreement and pay the Purchase Price Transactions is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) without taking into account any Supplemental Disclosure Items, all of the representations and warranties made by regarding the Seller Companies in this Agreement shall Article III, other than the Special Representations, must be true and correct in all material respects when made and on respects, in each case as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date), except in each case where the failure of such representations and warranties were made on to be accurate, individually or in the aggregate, does not, and as would not reasonably be expected to have, a Material Adverse Effect ;provided that for purposes of Closing Date subject determining the accuracy of such representations and warranties, to the extent any changes permitted pursuant individual representation or warranty is not accurate in all respects (determined after taking into account all materiality qualifications limiting the scope of such representations and warranties), then all materiality qualifications limiting the scope of such representations and warranties shall be disregarded for purposes of determining whether the failure of the representations and warranties to this Agreement. be accurate has had, or would reasonably be expected to have, a Material Adverse Effect; and (bii) The Seller shall EUSA must have performed or and complied in all material respects with each obligation all of its covenants and covenant required by agreements in this Agreement to be performed prior to or complied with by the Seller on or before at the Closing.; (b) without taking into account any Supplemental Disclosure Items, each of the Special Representations shall have been accurate in all respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (other than representations and warranties which by their terms are made as of a specific date, which shall have been accurate in all respects as of such date); (c) No order since the date of this Agreement, there shall not have occurred any Material Adverse Effect; (d) each of the following documents shall have been delivered to the Buyer and remain in full force and effect: (i) a certificate, in form and substance reasonably satisfactory to the Buyer, executed by the Chief Executive Officer of EUSA confirming satisfaction of the conditions in Sections 6.1(a), 6.1(b) and 6.1(c); (ii) payoff letters, dated no later than five (5) Business Days prior to the Closing Date: (A) with respect to the Estimated Debt, which shall include commitments to release all Encumbrances related to the Estimated Debt within a reasonable time after payment, each in form and substance reasonably satisfactory to the Buyer; and (B) Unpaid Transaction Expenses, each reasonably satisfactory to the Buyer; (iii) the Escrow Agreement, executed by the Stockholders’ Representatives; (iv) the Warrant Termination Agreements duly executed by the holders of all of the EUSA Warrants that have not been exercised; (v) signed resignations of those officers and directors (or injunction equivalent person) of each Company, as Buyer may request, from their positions as officers and directors, in form and substance reasonably satisfactory to the Buyer; (vi) the Closing Date Allocation Schedule; (vii) a Stockholder Agreement executed by EUSA Stockholders holding at least Ninety percent (90%) of the Capital Stock (determined on an as-converted basis) outstanding immediately prior to the Merger Effective Time; and (viii) EUSA Stockholders holding at least Ninety percent (90%) of the Capital Stock (determined on an as-converted basis), outstanding immediately prior to the Merger Effective Time, shall have executed the Written Consent; (e) all applicable mandatory waiting periods (and any extensions thereof) under Competition Laws set forth on Schedule 5.2(a) must have expired or otherwise been terminated and all mandatory approvals under the Competition Laws set forth on Schedule 5.2(a), if any, shall have been obtained; (f) there must not be any Law enacted, issued, promulgated, enforced or entered by any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be Body and remaining in effect which prohibits or renders illegal the consummation of the Transactions; (g) there must not be pending or threatened in writing any Proceeding by any Governmental Body (other than one brought by the Buyer or its Affiliates) that: (i) is seeking to restrain, enjoin, prevent, prohibit or make illegal the consummation of the Transactions; (ii) is seeking to impose material limitations on the ability of the Buyer and its Affiliates effectively to exercise full rights of ownership of all shares of EUSA or the operation of all or any material portion of the business or assets of the Companies, taken as a whole; or (iii) is seeking to compel the Buyer or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Buyer and its Subsidiaries, taken as a whole; provided, however, that the Buyer will not be entitled to invoke this condition if the Buyer has failed to use commercially reasonable efforts pursuant to Section 5.1 to resolve such matters; (h) other than pursuant to the Competition Laws, all consents and approvals by any Governmental Body required of the Buyer, any of its Affiliates or the Companies to consummate the Transactions, the failure of which to be obtained or made would have or would reasonably be expected to have a Material Adverse Effect, shall have been obtained or made; (i) EUSA shall have provided the Buyer with evidence, reasonably satisfactory to the Buyer, as to the exercise, conversion or termination effective as of the Closing which restrains or prohibits Merger Effective Time of all EUSA Rights, in each case, in accordance with the transfer terms of the Asset or the consummation of any other transaction contemplated hereby.this Agreement; (dj) The Title Company EUSA shall have issued complied with Section 5.8 of this Agreement; and (k) EUSA shall have delivered to the Buyer the Title Policy (or an affidavit, under penalties of perjury, stating that EUSA is not and has not been a “marked-up” title commitment committing to issue such Title Policy) effective and United States real property holding corporation, dated as of the Closing Date. (eDate and in form and substance as required under Treas. Reg. Secs. 1.897-2(h) The Seller shall have made (or caused to have been made) all and 1.1445-2(c)(3), and a form of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent notice to the Buyer’s obligation to close on the sale Internal Revenue Service dated as of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously conforming with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all requirements of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recordedTreas. Reg. Sec. 1.897-2(h)(2). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The Buyer's obligation of to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by of the Seller Company and the Sellers in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and on must be accurate in all respects as of such date, and (ii) the Company and the Sellers must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated): (i) Certificates representing all of the Quality Circuit Assembly, Inc. shares, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) The minute books, the stock certificate books and the stock ledger of the Company; (iii) The Consulting Agreements, executed by each of Xx. Xxxxxxx X. Moss and Xx. Xxxxxx X. Hargreaves; (iv) The Security Agreement, executed by the Company; (v) A certificate of the secretary of the Company, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copy of (1) its articles or certificate of incorporation certified as though of a recent date by the Secretary of State of its state of incorporation and its bylaws, (2) to the extent applicable, resolutions duly adopted by its board of directors and stockholders authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of it from its state of incorporation and a certificate of existence or good standing as of a recent date of it from each state in which the failure to be duly qualified would constitute a Material Adverse Effect; (vi) a certificate of Sellers' non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (vii) such other documents as the Buyer and Sellers reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Sellers' and the Company's representations and warranties were made on warranties, (B) evidencing Sellers' and as of Closing Date subject to the Company's performance of, and compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by Sellers and the Seller on Company, or before (C) evidencing the Closingsatisfaction of any condition referred to in this Section 6.1. (c) No order or injunction of there must not be any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in writing connection with any of the Transactions or (ii) may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions; (d) the Board of Directors of the Buyer shall have approved the Transactions; (e) each of the Company and Sellers shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the Company's employees, customers, agents and all other Persons reasonably related to the Business in a manner consistent with past practices or in the Ordinary Course of Business; (f) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof; (g) all Indebtedness owed to the Company by Sellers or any Related Person of the Sellers must have been paid in full by such Person; (h) the Working Capital of the Company at the Closing Date (defined as the Accounts Receivable as of the Closing which restrains or prohibits Date minus the transfer sum of the Asset or Accounts Payable (which for the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to accounts payable the Buyer and the Title Policy (or a “marked-up” title commitment committing to issue such Title PolicySellers agree will not exceed $286,000) effective and dated plus the Inventory as of the Closing Date. (e) The Seller shall have made be equal to or greater than the Working Capital as of December 31, 2015, or the Sellers shall pay to the Company (or caused to have been madededuct from the Cash Consideration) all of the deliveries required to be made by the Seller under SECTION 7.2.difference; (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under Company shall have a cash balance in its bank account of $200,000 at the Related Agreements time of the closing, and there shall be no other material adverse change to the same as Company's working capital, from what is reflected in the Closing Date under this Agreement and Company's unaudited balance sheet dated December 31, 2015; (iij) the closing The aggregate amount of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all Working Capital of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement Company shall not be a condition precedent to less than $1,200,000 as of the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met)Closing Date; provided, however, in that to the event extent that the Acquisition Threshold aggregate amount of the Working Capital as of the Closing Date is not metless than $1,200,000, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (waive such requirement, and all other Related Agreements) and may deduct from the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies Cash Consideration set forth in SECTION 11.2(c), except that Section 2.2(c) above the difference between the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any Working Capital as of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related AgreementClosing Date and $1,200,000, with each of the Sellers receiving a pro rata reduced portion of the Cash Consideration; (k) Sellers and/or the Company shall have paid off in full the following liabilities owing as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer Closing Date; and (or an Affiliate Buyer, as applicablel) the right Company or the Sellers shall have filed the tax returns for the Company for the year ended June 30, 2015, and shall have paid all taxes due prior to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaclosing.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each There shall not have been issued and be in effect any Judgment by or before any court of competent jurisdiction in an action brought by any Governmental Entity that enjoins or prevents the consummation of the representations and warranties made transactions contemplated by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by occurrence of the Seller on or before the ClosingOffer Acceptance Time. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated The transactions contemplated by any Governmental Authority of competent jurisdiction the Royalty Purchase Agreement shall be in effect or threatened in writing as of close simultaneously with the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebyClosing. (d) The Title Company Development Funding Bond Purchase Agreement shall have issued to been executed and delivered by the Buyer Company on the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Datedate hereof. (e) The Seller Buyer shall have made (received a valid, properly executed Internal Revenue Service Form W-9 certifying that the Target is not subject to U.S. federal withholding tax or caused to have been made) all backup withholding of the deliveries required to be made by the Seller under SECTION 7.2U.S. federal income Tax. (f) The Seller Buyer shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be received a condition precedent to the Buyer’s obligation to close on the sale certificate of the AssetCEO and CFO of the Company, that dated the Closing Date, certifying as to (i) the closing date under incumbency of each officer of the Related Agreements shall be the same as the Closing Date under Company executing this Agreement and (ii) the closing attached thereto copies of (A) the Company’s articles of association (Satzung), (B) rules of procedure of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all Supervisory Board of the conditions precedent to closing set forth in the applicable agreement have been met or waived Company, and (C) resolutions adopted by the appropriate party, including without limitation the Title Company’s receipt Supervisory Board or Management Board authorizing the execution and delivery by the Company of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Company of the Buyer or Affiliate Buyers elects transactions contemplated hereby. (g) The Company shall have delivered to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyeri) legal opinions of Skadden, Arps, Slate Xxxxxxx & Xxxx LLP, as applicablecounsel to the Company, in substantially the form attached hereto as Exhibit B-1 and (ii) the right to terminate (other than as the result a legal opinion of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all general counsel of the Related AgreementsCompany, it being in substantially the intention of the parties that except form attached hereto as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaExhibit B-2.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate purchase the transactions contemplated by this Agreement Shares and pay Stock at the Purchase Price Closing is subject to the satisfaction (fulfillment to Buyer’s satisfaction, on or waiver by the Buyer) as of prior to the Closing Date, of the following conditions, any of which may be waived by Buyer: (a) Each The representations and warranties made by the Seller in Section 3 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Seller in this Agreement Section 3 hereof not qualified as to materiality shall be true and correct in all material respects when made at all times prior to and on and the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Seller shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementDate. (b) The Seller shall have performed obtained any and all consents, permits, approvals, registrations and waivers necessary or complied in all material respects with each obligation appropriate for consummation of the purchase and covenant required by this Agreement to be performed or complied with sale of the Shares and the consummation of the other transactions contemplated by the Seller on or before the ClosingTransaction Documents, all of which shall be in full force and effect. (c) No order judgment, writ, order, injunction, award or injunction decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or administrative agency judge, or any order of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction governmental authority, shall be in effect have been issued, and no action or threatened in writing as of the Closing which restrains proceeding shall have been instituted by any governmental authority, enjoining or prohibits the transfer of the Asset or preventing the consummation of any the transactions contemplated hereby or in the other transaction contemplated herebyTransaction Documents. (d) The Title Company No stop order or suspension of trading shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made imposed by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement SEC or any other Related Agreement, as applicable, and, the respective parties thereto fail governmental or regulatory body with respect to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, public trading in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaCommon Stock.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is shall be subject to the satisfaction (fulfillment or waiver (to the extent permitted hereunder and under applicable Law) by the Buyer) as of the Closing Buyer of the following conditionsconditions on or prior to the Closing Date: (a) Each of the representations The Company Fundamental Representations (except, with respect to Section 3(b) for any de minimis inaccuracies) and warranties made by the Seller in this Agreement Fundamental Representations shall be true and correct in all material respects when as of the date hereof and as of the Closing as though made and on and as of the Closing Date as though such (except that those representations and warranties were which are expressly made as of an earlier date shall have been true and correct only as of such date); and (b) the representations and warranties contained in Section 3 and Section 4 (other than the Company Fundamental Representations and the Seller Fundamental Representations, which are subject to the foregoing clause (a)) shall be true and correct as of the date hereof and as of the Closing as though made on and as of the Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller except that those representations and warranties which are expressly made as of an earlier date shall have performed or complied in all material respects with each obligation been true and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective correct only as of such date), notwithstanding that except where the failure of such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that representations and warranties to be true and correct (without giving effect to any of the Seller or Other Sellers is in default under this Agreement limitations as to materiality or any other Related Agreementmaterial adverse effect qualifications contained therein) has not had, as applicableand would not reasonably be expected to have, andindividually or in the aggregate, a Material Adverse Effect; (ii) All obligations of the Sellers, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements Seller Representatives and the Company to be performed hereunder through and including the Closing Date shall have been performed in all material respects, and the deliveries pursuant to Section 10(a) shall have been made. (iii) There shall have been no Material Adverse Effect that has occurred since the date hereof. (iv) Buyer shall have the right to terminate this received a Restrictive Covenant Agreement (“Restrictive Covenant Agreement”) substantially in the form of Exhibit C-4, executed by each of the following Sellers: Xxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxx Xxxxxx and all other Related AgreementsXxxxxx Xxxxxxx. (v) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the aggregate amount Company is not a foreign person within the meaning of out-of-pocket costs Section 1445 of the Code duly executed by the Company. (vi) Buyer shall have received, in form and expenses that substance reasonably acceptable to Buyer, requisite landlord consents or waivers of consent with respect to the Buyer will be entitled to recover from Leases between the Seller for damages under this Agreement Company and Alon Realty, the SSC Lease and the other Related Agreements shall LYNDC Lease. (vii) The Company and Alon Realty have executed, in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionallysubstantially the form attached hereto as Exhibit D, if any an omnibus amendment to each of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives Leases between the Buyer Company and Alon Realty (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control“Omnibus Lease Amendment”), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The Buyer’s obligation of to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by of the Company and the Seller in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and on must be accurate in all respects as of such date, and (ii) the Company and the Seller must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated): (i) certificates representing all of the Modern Everyday Inc. Shares, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) the minute books, the stock certificate books and the stock ledger of the Company; (iii) the Employment Agreement, executed by Xxxxx Xxx; (iv) The Security Agreement, executed by the Company; (v) a certificate of the secretary of the Company, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copy of (1) its articles or certificate of incorporation certified as though of a recent date by the Secretary of State of its state of incorporation and its bylaws, (2) to the extent applicable, resolutions duly adopted by its board of directors and stockholders authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of it from its state of incorporation and a certificate of existence or good standing as of a recent date of it from each state in which the failure to be duly qualified would constitute a Material Adverse Effect; (vi) [intentionally omitted]; (vii) a certificate of Seller’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (viii) such other documents as the Buyer and Seller reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Seller’s and the Company’s representations and warranties were made on warranties, (B) evidencing Seller’s and as of Closing Date subject to the Company’s performance of, and compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by Seller and the Seller on Company, or before (C) evidencing the Closingsatisfaction of any condition referred to in this Section 6.1. (c) No order or injunction of there must not be any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in writing as connection with any of the Closing which restrains Transactions or prohibits (ii) may have the transfer effect of preventing, delaying, making illegal or interfering with any of the Asset or the consummation of any other transaction contemplated hereby.Transactions; (d) The Title Company the Board of Directors of the Buyer shall have issued to approved the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date.Transactions; (e) The each of the Company and Seller shall have made (used commercially reasonable efforts to preserve intact the Business and their relationships with the Company’s employees, customers, agents and all other Persons reasonably related to the Business in a manner consistent with past practices or caused to have been made) all in the Ordinary Course of the deliveries required to be made by the Seller under SECTION 7.2.Business; (f) The Seller shall have delivered evidence the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law that the Management Agreement has been terminated.adopted or issued, or has otherwise become effective, since the date hereof; and (g) Except as otherwise set forth below, it shall be a condition precedent all Indebtedness owed to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement Company by Seller or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any Person of the Seller or Other Sellers is must have been paid in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under full by such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaPerson.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate at the transactions contemplated by this Agreement and pay the Purchase Price is Closing are subject to satisfaction of the satisfaction following conditions (any or waiver all of which may be waived by the Buyer) as of the Closing of the following conditions:): (a) Each of the The representations and warranties made by of the Seller contained in this Agreement shall will, except as contemplated by this Agreement, be true and correct in all material respects when made and on and as of at the Closing Date with the same effect as though such representations and warranties were made on that date, and as the Seller will have delivered to the Buyer a certificate dated that date and signed by the President or a Vice President of Closing Date subject the Seller to any changes permitted pursuant to this Agreementthat effect. (b) The Seller shall will have performed or complied fulfilled in all material respects with each obligation and covenant required by all its obligations under this Agreement required to be performed have been fulfilled prior to or complied with by the Seller on or before at the Closing. (c) No order or injunction of will have been entered by any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall governmental authority and be in effect force which invalidates this Agreement or threatened in writing as restrains the Buyer from completing the transactions which are the subject of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebythis Agreement. (d) The Buyer will have received a commitment from Ticor Title Insurance Company shall have issued or another nationally recognized title insurance company selected by the Buyer and approved by the Seller to issue an ALTA Owners Policy insuring title to the Buyer Bluffton Facility subject only to the Title Policy encumbrances shown on Exhibit 3.1-J. (e) The Closing Date will be not later than December 31, 1995. (f) There shall not have been a material adverse change in any of the Purchased Assets or employee, supplier or customer relations, relating to the activities of the Seller at the Bluffton Facility since the date hereof, except as a “marked-up” title commitment committing to issue such Title Policyresult of events described in Paragraph 4.1(a) effective or as a result of the closing of the Bluffton Facility for some or all of the period between the date of this Agreement and dated as of the Closing Date. (eg) The Seller Financing reasonably acceptable to Buyer for completion of the transactions contemplated hereby shall have made (or caused been obtained and the proceeds thereof shall be available to have been made) all of the deliveries required to be made by Buyer for use on the Seller under SECTION 7.2Closing Date. (fh) The Seller shall have delivered evidence that Keebler and the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement Buyer will have occurred when all of entered into an agreement (the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment "Transition Agreement") relating to (x) record Keebler's providing during a transition period after the deed Closing Date data processing and other services to the Buyer with regard to the Bluffton Facility and the business conducted by the Buyer at, or assignment of lease; and with regard to products manufactured at, the Bluffton Facility, (y) issue Keebler's distributing during a transition period after the Title Policy effective as of such dateClosing Date through Keebler's grocery store door delivery system products manufactured by the Buyer at the Bluffton Facility, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding and (z) the foregoing, in Buyer distributing during a transition period after the event that any of Closing Date cookies and crackers manufactured by the Seller or Other Sellers is in default through the convenience store door delivery system acquired by the Buyer under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.27.2 and the respective landlord under each of the Hotel Lease and the Parking Lease shall have provided any required consent to the assignment of the Hotel Lease and the Parking Lease as contemplated under this Agreement. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditions:conditions precedent: Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) Each of The Seller shall have delivered to the representations and warranties made by Buyer the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this duly executed Stock Purchase Agreement. (b) The Seller shall have performed or and complied in all material respects with each obligation all agreements, covenants, obligations and covenant conditions required by this Agreement to be performed or and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on or before the ClosingClosing Date certifying on behalf of the Seller to the effect of the foregoing. (c) No order or injunction The representations and warranties of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction the Seller contained in Section 3.1 shall be true and correct in effect or threatened in writing all material respects as of the Closing which restrains or prohibits the transfer Date as though made at and as of the Asset Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the consummation extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect.” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of any the Closing Date or such other transaction contemplated herebydate, as applicable, and the Buyer shall have received a certificate executed by an authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (d) The Title Company No event or events shall have issued occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) a Material Adverse Effect. The Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as effect of the Closing Dateforegoing. (e) The Seller There shall have made (or caused to not have been made) all issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the deliveries required to be made transactions contemplated by the Seller under SECTION 7.2this Agreement. (f) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (g) The Buyer shall have received a valid, properly executed Internal Revenue Service Form W-9 certifying that the Seller is exempt from U.S. federal withholding Tax and “backup” withholding Tax. (h) The Seller shall have delivered evidence to the Buyer standard corporate existence and authority opinions in respect of the Seller, enforceability opinions on this Agreement and an opinion that this Agreement does not conflict with any contract filed as an exhibit to the Management Agreement Seller SEC Documents, the organizational documents of the Seller or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. Confidential treatment has been terminatedrequested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (gi) Except as otherwise set forth below, it The Buyer shall be have received a condition precedent to the Buyer’s obligation to close on the sale certificate of the AssetSecretary or an Assistant Secretary of the Seller, that dated the Closing Date, certifying as to (i) the closing date under incumbency of each officer of the Related Agreements shall be the same as the Closing Date under Seller executing this Agreement and (ii) the closing attached thereto copies of (A) the Related Agreements shall take place simultaneously with the Closing hereunder Seller’s certificate of incorporation, (i.e.B) bylaws, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived and (C) resolutions adopted by the appropriate party, including without limitation Seller’s Board of Directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of delivery by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Seller of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives transactions contemplated hereby (the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control“Seller Certificate”), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is are subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditionsconditions on the Closing: (a) Each All of the representations and warranties made by the Seller set forth in this Agreement Article IV and Article V shall be true and correct in all material respects when made and on as of the date hereof and as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties were made on (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of Closing Date subject to such earlier date), in each case in all material respects and any changes permitted updated Schedules delivered pursuant to this Agreement.Section 3.04 shall not reveal any Material Adverse Effect, either individually or in the aggregate; (b) The Seller shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required by this Agreement to be performed by it under this Agreement at or complied with by the Seller on or before prior to the Closing.; (c) No order action or injunction of proceeding before any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction governmental body shall be in effect pending wherein an unfavorable judgment, decree, injunction, ruling or threatened in writing as order would (i) prevent the performance of the Closing which restrains or prohibits the transfer of the Asset this Agreement or the consummation of any other transaction of the transactions contemplated hereby., (ii) declare unlawful the transactions contemplated by this Agreement, (iii) reasonably be expected to cause such transactions to be rescinded or (iv) materially and adversely affect the right of the Company or its Subsidiaries to own its assets and operate its business, and no such judgment, decree, injunction or rulings shall be in effect; (d) The Title Company applicable waiting periods, if any, under the HSR Act shall have issued to the Buyer the Title Policy (expired or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date.been terminated; (e) The Seller and the Escrow Agent shall have made executed and delivered the escrow agreement attached hereto as Exhibit A (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2.“Escrow Agreement”); (f) The Seller shall have delivered evidence to the Buyer each of the following: (i) An officer certificate of the Seller in the form set forth in Exhibit B, dated the Closing Date, stating that the Management preconditions specified in subsections (a), (b), (c) and (e), as they relate to the Seller and/or the Company, have been satisfied; (ii) Copies of the material governmental or third party consents relating to the matters indicated with an asterisk (“*”) on Disclosure Schedules 4.03 or 5.03 in connection with the consummation of the transactions contemplated hereby, which have been received by the Company prior to the Closing; (iii) All payoff letters and releases (or other evidence of payment in full satisfaction where applicable) relating to any Indebtedness (except for capital leases or other Indebtedness not being paid off at Closing as determined by Buyer with written notice to Seller ten days prior to Closing); (iv) The stock certificates representing the Shares duly endorsed for transfer or accompanied by duly executed stock powers or transfer documents; (v) All minute books, stock, ledgers and corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Company and the Subsidiaries, if not already located on the premises of the Company or the Subsidiaries; (vi) Resignations effective as of the Closing Date from such officers and directors of the Company or the Subsidiaries as the Buyer shall have requested in writing and delivered to the Seller not less than five (5) days prior to the Closing Date; (vii) A copy of the certificate of incorporation and all amendments thereto (or equivalent organizational documents) of the Company and the Subsidiaries certified by the Secretary of State of Delaware (or equivalent governmental authority as to the Subsidiaries, to the extent available), and a certificate of good standing (or equivalent certification, as applicable, to the extent available) from the Secretary of State of the state of incorporation (or the equivalent) for each of the Company and the Subsidiaries dated within ten (10) days of the Closing Date; (viii) A copy of the Company’s and the Subsidiaries’ by-laws and all amendments thereto (or equivalent organizational documents) certified by an officer of the Company; (ix) A certificate of Seller, dated the Closing Date, attaching and certifying copies of the resolutions duly adopted by the Seller’s managing member authorizing the execution, delivery and performance of this Agreement has and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby to which it is a party and the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (x) A legal opinion from counsel to the Seller in the form set forth in Exhibit D; (xi) Resignations from directors and officers of the Company and its Subsidiaries as requested by Buyer in writing at least three days prior to the Closing; (xii) A calculation of the Estimated Purchase Price, as provided in Section 1.02(a); (xiii) Evidence of the termination of all management agreements with HIG Capital, L.L.C.; and (xiv) There shall have been terminatedno Material Adverse Effect since the date of this Agreement. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as If the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.occurs, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there Section 2.01 which have not been fully satisfied as of the Closing shall be no Closing under this Agreement unless there is a closing under deemed to have been fully waived by the Related Agreements and vice versaBuyer.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate effect the transactions contemplated by this Agreement and pay the Purchase Price is Closing are further subject to the satisfaction (or waiver by the Buyer) as of at or prior to the Closing of the following conditions: (a) Each of the representations and warranties made by Seller in this Agreement that is qualified by reference to materiality, Seller Material Adverse Effect or Business Material Adverse Effect shall be true and correct, and each of the other representations and warranties made by Seller in this Agreement shall be true and correct in all material respects when made respects, in each case as of the date of this Agreement and on at and as of the Closing Date as though such if made on that date (except in any case that representations and warranties were made on and that expressly speak as of Closing Date subject to any changes permitted pursuant to this Agreementa specified date or time need only be true and correct as of such specified date or time). (b) The Seller shall have performed or and complied in all material respects with each agreement, covenant and obligation and covenant required by this Agreement to be so performed or complied with by the Seller on at or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as Since the date of the Closing which restrains Balance Sheet, no event, circumstance or prohibits change shall have occurred, that individually or in the transfer of the Asset aggregate with one or the consummation of any more other transaction contemplated herebyevents, circumstances or changes, have had or reasonably could be expected to have, a Seller Material Adverse Effect or a Business Material Adverse Effect. (d) The Title Company All consents or approvals listed in Section 6.2(d) of the Seller Disclosure Schedule shall have issued been obtained, and Buyer shall have received copies of such consents in form and substance reasonably satisfactory to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing DateBuyer. (e) The Seller shall have made (executed and delivered, or caused cause to have been made) be executed and delivered, to Buyer all of the deliveries documents required to be made by the Seller under SECTION 7.2Section 2.11. (f) The Seller Buyer or one of its Subsidiaries shall have delivered evidence that entered into a new lease covering each New Leased Property and shall have entered into any agreement required by the Management Agreement has been terminatedlandlord under the Heathrow Lease in connection with the execution of the Heathrow License. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close The individuals listed on the sale of the Asset, that (iSection 6.2(g) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer Disclosure Schedule shall have the right executed and delivered Employment and Non-Competition Agreements in form and substance satisfactory to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate effect the transactions contemplated by this Agreement and pay the Purchase Price is hereby shall be subject to the satisfaction (fulfillment of the following conditions on or waiver prior to the Closing Date, any one or more of which may be waived by the Buyer) as of the Closing of the following conditions: (a) Each of the All representations and warranties made by the Seller of DaVita and Gambro contained in this Agreement that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of the Effective Date and as of the Closing Date, and all representations and warranties of DaVita and Gambro contained in this Agreement that are not so qualified shall be true and correct in all material respects when made and on as of the Effective Date and as of the Closing Date as though Date, except where the failure of such representations and warranties were made to be true and correct would not have a material adverse effect on and as (i) the Assets or the operation of Closing Date subject the Business considered in the aggregate or (ii) the Sellers’ ability to any changes permitted pursuant to consummate the transactions contemplated by this Agreement. Each Seller shall have performed and complied with all of its covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing in all material respects, except where the failure to perform or comply would not have a material adverse effect on (i) the Assets or the operation of the Business considered in the aggregate or (ii) the Sellers’ ability to consummate the transactions contemplated by this Agreement. The Buyer shall have received a certificate to the matters set forth in this Section 7.2(a), (d), (h), (i) and (j) signed on behalf of DaVita by an authorized officer. (b) The Seller All Governmental Approvals, including, without limitation, state-issued licenses and state-issued certificates of need, necessary for or required in connection with (i) the consummation of the transactions contemplated hereby, and (ii) the operation of the Business on and after the Closing Date shall have performed been obtained (it being understood that the consummation of the transaction contemplated hereby is contingent upon the approval of the Illinois Health Planning Board). All filings with any Governmental Authority necessary for or complied required in all connection with (i) the consummation of the transactions contemplated hereby, and (ii) the operation of the Business on and after the Closing Date shall have been made. All material respects Permits required in connection with each obligation the operation of the Business, including, without limitation, material Permits Relating To health planning approvals, have been transferred to or received by the Buyer, or, in lieu thereof, the Buyer shall have received reasonable assurances (which reasonable assurances are reasonably satisfactory to the Buyer) from appropriate Governmental Authorities that any material Permits not actually issued as of the Closing will be issued following the Closing and covenant required by otherwise will be dated effective as of the Closing Date. Notwithstanding the foregoing to the contrary, if this Agreement condition has been satisfied with respect to the Non-Illinois Centers, this condition shall be deemed to be performed or complied satisfied with respect to the Non-Illinois Centers, the Closing shall occur with respect to all Non-Illinois Centers (subject to the satisfaction of the other terms and conditions of this Agreement) and the disposition of the Centers located in the State of Illinois (A) shall occur within sixty (60) days after the initial Closing of the Non-Illinois Centers and (B) shall be governed by the Seller on or before terms of the ClosingEscrow Agreement. (c) All documents required to have been delivered by the Sellers to the Buyer at or prior to the Closing shall have been delivered, and all actions required to have been taken by the Sellers at or prior to the Closing shall have been taken. (d) No order (i) Action shall be pending, or injunction to the Knowledge of the Sellers, threatened wherein an unfavorable resolution would or could reasonably be expected to (A) enjoin, prohibit, materially restrict or make illegal the consummation of the transactions contemplated hereby, or (B) restrict in any court or administrative agency materially adverse manner the Buyer’s operation of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction the Business after the Closing Date and (ii) no new Law shall be in effect or threatened in writing as of between the Effective Date and the Closing which restrains or prohibits the transfer of the Asset or Date that would make illegal the consummation of any other transaction the transactions contemplated hereby. (de) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as As of the Closing Date., the Buyer shall have received from the Sellers the following documents: (ei) The a certificate of good standing of DaVita from the State of Delaware dated no more than ten (10) days before the Closing Date; (ii) a certificate of good standing of each Seller shall have made other than DaVita from the jurisdiction of its organization dated no more than ten (or caused to have been made10) all days before the Closing Date; (iii) resolutions of the deliveries required to be made by board of directors or other governing body of each Seller approving the transactions contemplated hereby; and (iv) a certificate from the Secretary of each Seller under SECTION 7.2certifying the incumbency and signatures of each such Seller’s officers who will execute the Transaction Agreements at the Closing. (f) The Seller Buyer shall have delivered evidence that received from the Management Agreement has been terminatedSellers an executed escrow agreement in the form attached hereto as Exhibit A, an executed assignment and assumption and xxxx of sale in the form attached hereto as Exhibit B and an executed transition services agreement in the form attached hereto as Exhibit C (the “Transition Services Agreement”). (g) Except as otherwise The closing of the transactions contemplated by the Gambro Purchase Agreement shall have occurred. (h) All Contracts between any of the Sellers or their Affiliates, on the one hand, and any Physician who is both a medical director of a Center and a medical director of a Clinic other than a Center that is owned or operated by the Sellers or their Affiliates, on the other hand, shall have been amended to remove any non-competition or other similar restriction on the ability of such Physician to perform services for the Buyer and its Affiliates. Xxxxxxx X. Xxxxx, the Chief Executive Officer of the Buyer, shall have been released from those portions of his Severance Agreement and Release of Claims between him and GHC Healthcare, Inc. which are set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that Schedule 7.2(h) attached hereto. (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing All of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing Center Physician Contracts set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (xSchedule 2.1(b) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise Leases set forth in this clause Schedule 2.1(b) or Schedule 4.7(a)(i) shall have been assigned (g)and be assignable on and as of the Closing) to the Buyer, there including, without limitation, to the extent that such assignment requires the consent of the counterparties to such agreements, such consent shall have been obtained. (j) All of the medical director agreements set forth in Schedule 2.1(b) and all of the Leases set forth in Schedule 4.7(a)(i) that have less than twelve (12) months remaining in their term as of August 31, 2005 shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaextended to have at least twelve (12) months remaining subsequent to August 31, 2005.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay for the Purchase Price Asset is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to (i) the Seller’s right to cure the same prior to the Closing as expressly provided in this Agreement, (ii) any changes permitted pursuant to this Agreement, and (iii) any changes relating to matters arising after the date hereof in connection with the representations and warranties as set forth in subsections 3.2(e) and 3.2(g). (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company to the Property shall have issued be delivered to the Buyer in the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Datemanner required under Section 8.1. (e) The Seller Buyer shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Seller under SECTION 7.2Section 6.2, and all of the consents set forth on Schedule 3.1(c) shall have been obtained. (f) The Seller Franchisor shall have delivered evidence that issued a new franchise agreement to the Management Agreement has been terminatedBuyer in accordance with Section 4.5(a). (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any Affiliates of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have performed or complied in all material respects with each obligation and covenant required by the right Interstate Letter to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer performed or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or complied with by such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaaffiliates.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by Closing under this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by Buyer), on or before the Buyer) as Closing, of the Closing each of the following conditions: (ai) Each of the The representations and warranties made by the of Seller contained in this Agreement shall will be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects when made (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof and on and as of the Closing Date Date, except for those representations and warranties that address matters as though of any other particular date (in which case such representations and warranties were made on and will speak as of Closing Date subject such particular date). Seller will have delivered to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statuteBuyer a certificate, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date, stating that the conditions specified in this Section 5.2(a)(i) have been satisfied. (ei) The Seller shall will have made (or caused to have been made) performed and complied with in all material respects all of the deliveries covenants and agreements required to be made performed by the Seller under SECTION 7.2this Agreement at or prior to the Closing. Seller will have delivered to Buyer a certificate, dated as of the Closing Date, stating that the conditions specified in this Section 5.2(a)(ii) have been satisfied. (fii) The Seller shall No judgment, decree or order will have delivered evidence that been entered, and no litigation or arbitration will be pending or threatened seeking, to (1) prevent the Management performance of or declare unlawful this Agreement has been terminatedor the consummation of any of the transactions contemplated hereby, (2) cause such transactions to be rescinded or (3) obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby. (giii) Except Seller will have delivered Buyer duly executed documents sufficient to transfer the Securities to Buyer. (iv) Seller will have delivered to Buyer written resignations, effective as of the Closing and otherwise set forth belowin form and substance reasonably satisfactory to Buyer, it shall from each member of the board of managers of PPI. (v) Seller will have delivered, or will cause MNA to deliver, to Buyer a duly executed standard solicitation agreement (the “Solicitation Agreement”) by and between Buyer and MNA, in such form as agreed to by Buyer and Seller, in which MNA will agree to pay to Buyer ten percent (10%) of MNA’s revenue derived from asset management business referred to MNA by Buyer. (vi) Such employees of Seller or MNA, who have been dedicated to PPI and DIAL and who Seller and Buyer agree should be a condition precedent employees of PPI (or an affiliate of PPI) after Closing (the “Employees”), will have become employees of PPI (or an affiliate of PPI) (for which purpose Seller confirms that there are currently no employees whose responsibilities are divided between PPI and any other operations of Seller or its affiliates). (vii) Seller will have assigned to PPI all or substantially all of the assets and liabilities of MNIS, including those related to DIAL, and Seller will have provided Buyer proof of the same, in such form as reasonably acceptable to the Buyer. (viii) MNA and Buyer (or PPI) will have entered into a mutually agreeable month-to-month sublease agreement for space at 000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 for the PPI business (the “Lease”) on substantially the terms set forth on Schedule 5.1(a)(ix). (ix) Seller will have agreed to provide PPI reasonable post-Closing transition IT services to separate PPI from Seller’s IT infrastructure and to support the IT requirements of PPI and its business (at a reasonable level of services), which services will last for no more than thirty (30) days after Closing, subject to an extension at the option of PPI for up to thirty (30) additional days, for which IT services Buyer will pay Seller its fully-burdened costs. For clarity, neither Seller nor any of its affiliates will have any obligation to close on the sale of the Assetprovide any other services or assistance to Buyer or PPI, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement including, but not limited to, services or assistance related to finance, accounting, tax, insurance, legal and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to human resources. (x) record Seller will have delivered to Buyer such other agreements, certificates and documents as may be reasonably requested by Buyer to effectuate or evidence the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versatransactions contemplated hereby.

Conditions to the Buyer’s Obligations. The obligation obligations of the ------------------------------------- Buyer to consummate purchase the transactions contemplated by Shares pursuant to this Agreement and pay shall, at the Purchase Price is option of the Buyer, be subject to the satisfaction (satisfaction, on or waiver by the Buyer) as of prior to the Closing Date, of the following conditions: (a) Each There shall have been no material breach by the Shareholders in the performance of any of their covenants and agreements herein; the representations and warranties made by of the Seller Shareholders contained or referred to in this Agreement (disregarding for this purpose any qualifications with respect to materiality or Material Adverse Effect) shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date), except for any failures to be true and correct which, individually or in the aggregate, would not have a Material Adverse Effect, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyer or any transaction permitted by Section 6.4; and there shall have been delivered to ----------- the Buyer a certificate to such effect, dated the Closing Date subject Date, signed by each of the Shareholders, in addition to any changes permitted pursuant to this Agreement.the other deliveries specified in Section 3.4. ----------- (b) The Seller Between the date hereof and the Closing Date, there shall have performed or complied in all material respects with been no Material Adverse Change and there shall have been delivered to the Buyer a certificate to such effect, dated the Closing Date and signed by each obligation and covenant required by this Agreement to be performed or complied with by of the Seller on or before the ClosingShareholders. (c) No order The waiting period under the HSR Act shall have expired or injunction of any court been terminated, and no action, suit, investigation or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction proceeding shall be have been instituted and remain in effect to materially restrain or threatened in writing as prohibit or otherwise challenge the legality or validity of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction transactions contemplated hereby. (d) The Title Company There shall have issued to not be in effect any Court Order or Requirement of Law materially restraining or prohibiting the Buyer legality or the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as validity of the Closing Datetransactions contemplated hereby. (e) The Seller parties shall have made (received all approvals and actions of or caused by all Governmental Bodies which are necessary to have been madeconsummate the transactions contemplated hereby, which are either specified in Schedule 8.1(E) all of the deliveries or otherwise required to be made obtained -------------- prior to the Closing by the Seller under SECTION 7.2applicable Requirements of Laws or which are necessary to prevent a Material Adverse Change. (f) The Seller Company shall have delivered evidence that received consents, in form and substance reasonably satisfactory to the Management Agreement has been terminatedBuyer, to the transactions contemplated hereby from the other parties to all contracts, leases, agreements and permits to which the Company is a party or by which the Company or any of its assets or properties is affected and which are specified in Schedule 8.1(F) -------------- or are otherwise necessary to prevent a Material Adverse Change. (g) Except as otherwise The Buyer shall have received documentation deemed adequate by it demonstrating full compliance with the Connecticut Property Transfer Act. (h) The conditions to the obligations of the Buyer set forth belowin Article VIII of the RPM Acquisition Agreement and the ------------ Emson Acquisition Agreement shall have been satisfied or waived. (i) The Buyer shall have received from the Shareholders a certificate of non-foreign status, it shall be a condition precedent in form and substance reasonably satisfactory to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreementaccordance with Treas. Reg. (S) 1.1445-2(b), as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the no actual knowledge that such certification is false or received a notice that such certification is false pursuant to Treas. Reg. (S) 1.1445-4. (j) The Buyer's termination right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00Section 11.1(i) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this --------------- Emson Acquisition Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence shall have expired in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaaccordance with its terms.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate be performed at the transactions contemplated by this Agreement and pay the Purchase Price is Closing shall be subject to the satisfaction (or the waiver in writing by the Buyer) as of Buyer at or prior to the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller of 3M contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date with the same effect as though such representations and warranties were have been made on and as of the Closing, except for any variations therein resulting from actions contemplated or permitted by this Agreement, and each of the covenants to be performed by 3M at or before the Closing Date subject to any changes permitted pursuant to this Agreementthe terms hereof shall have been duly performed in all material respects. (b) The Seller No action, suit or proceeding by any governmental authority shall have performed be pending against the Buyer or complied in all material respects with each obligation and covenant required 3M which seeks to prevent the consummation of the transactions contemplated by this Agreement to be performed Agreement, and no injunction or complied with by the Seller on or before the Closing. (c) No order or injunction of for any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains restricts or prohibits the transfer consummation by the Buyer or 3M of the Asset transactions contemplated by this Agreement. (c) Any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), applicable to the acquisition of the Purchased Assets contemplated hereby shall have expired or the consummation of any other transaction contemplated herebybeen terminated. (d) The Title Company 3M and Buyer shall have issued executed a supply agreement containing at least the terms set forth on Exhibit B ("Supply Agreement") to the Buyer the Title Policy (or ensure a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of smooth transition during that period between the Closing Dateand the commencement of manufacturing by Buyer. (e) The Seller 3M and Buyer shall have made executed a transition and distribution services agreement containing at least the terms set forth on Exhibit C (or caused "Transition and Distribution Services Agreement") to have been made) all ensure a smooth transition during that period between the Closing and the commencement of the deliveries required to be made distribution and service by the Seller under SECTION 7.2Buyer. (f) The Seller 3M and Buyer shall have delivered evidence executed a lease agreement containing at least the terms set forth on Exhibit D ("Lease and Shared Facilities Agreement") to ensure a smooth transition during that period between the Management Agreement has been terminatedClosing and the commencement of manufacturing by Buyer in Buyer's own facility. (g) Except as otherwise set forth below, it Buyer shall be a condition precedent reasonably satisfied that 3M has complied, in all material respects, with 3M's obligations pursuant to Section 8.13 (providing names of and information relating to certain sales and technical services employees to be considered for employment with Buyer), 8.15 (a) (relating to the Buyer’s obligation to close on the sale transfer of the Assetdata in respect of sales, that orders and customer service), 8.16 (Transition Assistance in Japan), and 8.17 (Pre-Closing Disclosure). (h) Buyer shall have received from 3M: (i) A Bill of Sale in the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and form of Exhibit E. (ii) Certificatx xx Good Standing. (iii) Certified copies of 3M's corporate resolutions authorizing the closing of transaction contemplated hereby and by the Related Agreements Supply Agreement. (i) 3M shall take place simultaneously have delivered to Buyer raw material, packaging, factory supplies, work in progress and finished goods inventory valued in the amount specified in Section 2.01(b), with the appropriate mix of finished-goods products, which value shall be in an amount consistent with past practices, which Linvatec shall verify at Closing hereunder (i.e.the "Count") and such value being measured according to the cost of manufacturing or purchase by 3M, with Linvatec to ship the closing inventory upon completing the Count at Closing. 3M shall make its sites and responsible employees available, as needed, on weekends or holidays to facilitate the Count. 3M shall have shipped finished goods inventories in this Agreement or any Related Agreement will have occurred when all of the conditions precedent an amount in value not to closing set forth in the applicable agreement have been met or waived exceed One Million Dollars ($1,000,000.00) for receipt by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective Linvatec as of such dateAugust 1, notwithstanding that such deed 1999 at Linvatec's Belgium or assignment of lease may not Largo, Florida facilities, provided Linvatec will designate on July 21, 1999 the products to be shipped to the respective locations to which they shall be shipped. (j) 3M shall have been recordedcompleted Schedule 2.02 (Excluded Assets). Notwithstanding Any items added by 3M to Schedule 2.02 between the foregoing, in the event that any signing of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements Closing must be approved by Buyer, which will not withhold its approval unreasonably. (k) Buyer shall in be reasonably satisfied that there is no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). AdditionallyAdverse Material Change, if any respect of sales, costs of manufacturing, the environmental status of the California facility and the backorder status. (l) Buyer or Affiliate Buyers elects and/or its parent company shall have received necessary consents and commitments for financing and shall have received funds at least equal to terminate this Agreement or any Related Agreement, the Purchase Price from its lenders as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which Closing. (m) Buyer shall have received the preceding sentence environmental audit reasonably in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all advance of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there Closing and such audit shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versanot disclose any adverse material condition.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each of The Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement at or prior to the Closing Date. (b) The representations and warranties made by of the Seller contained in this Agreement Section 4.1 shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” such representation or warranty (as so written, including the term “material”) shall be true and correct in all respects as of the Closing Date subject to or such other date, as applicable. (c) There shall not have been issued and be in effect any changes permitted pursuant to Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (bd) The Seller There shall not have performed been instituted or complied in all material respects with each obligation and covenant required by this Agreement to be performed pending any action or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated proceeding by any Governmental Authority of competent jurisdiction shall be in effect Entity or threatened in writing as of the Closing which restrains any other Person (i) challenging or prohibits the transfer of the Asset seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of any other transaction the transactions contemplated hereby. , (dii) The Title Company shall have issued seeking to obtain material damages in connection with the Buyer transactions contemplated hereby or (iii) seeking to restrain or prohibit the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as Buyer’s receipt of the Closing DatePurchased Assets. (e) The Seller shall have made (or caused delivered to have been made) all the Buyer the duly executed Xxxx of the deliveries required to be made by the Seller under SECTION 7.2Sale and Assignment and Assumption Agreement. (f) The Seller shall have delivered evidence that to the Management Agreement has been terminatedBuyer the duly executed Seller Closing Certificate. (g) Except as otherwise set forth below, it The Seller shall be a condition precedent have delivered to the Buyer’s obligation to close on Buyer the sale Notice of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement Assignment and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived Licensee Direction Letter duly executed by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives deliver to Licensee following the Closing. (h) The Seller shall have delivered to the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSeller Opinion.

Conditions to the Buyer’s Obligations. The obligation of the Buyer Buyers to consummate the transactions contemplated by this Agreement and pay the Purchase Price hereby is subject to the satisfaction (or written waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the The representations and warranties made by the Seller contained in this Agreement ARTICLE 3 shall be true and correct in all material respects (except that representations and warranties qualified by materiality shall be true and correct) both when made and on at and as of the Closing Date Closing, as though such representations and warranties were if made on at and as of Closing Date subject such time (except to any changes permitted pursuant to this Agreement.the extent expressly made as of an earlier date, in which case as of such date); (b) The Seller Sellers shall have duly performed or complied in all material respects with each obligation and covenant all obligations required by this Agreement and all other agreements and instruments contemplated hereby to be performed or complied with by the Seller on them prior to or before at the Closing.; (c) No order proceeding challenging this Agreement or injunction of any court the transactions contemplated hereby or administrative agency of competent jurisdiction nor any statuteseeking to prohibit, rulealter, regulation prevent, or executive order promulgated materially delay the Closing will have been instituted by any Person before any Governmental Authority of competent jurisdiction shall Entity and be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby.pending; (d) The Title Company Buyers shall have issued obtained all material authorizations, consents and approvals necessary to consummate the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date.transactions contemplated hereby, including Board Approval; (e) The Seller shall have made (or caused to have been made) all Delivery by the Sellers of each of the deliveries documents set forth in Section 2.2 hereof other than those required to be made by the Seller under SECTION 7.2.Section 2.2(b); and (f) The Seller (i) Keybank National Association shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on Buyers a written declaration that a “Change of Control” (as defined in the sale Second Amended and Restated Master Credit Agreement, dated March 29, 2011, among The Woodlands Commercial Properties Company, L.P. and The Woodlands Land Development Company, L.P., as borrowers, Keybank National Association and the other lenders party thereto, as lenders, Keybank National Association, as administrative agent for the lenders, and Compass Bank, as syndication agent) does not presently exist and will not exist upon consummation of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under transactions contemplated by this Agreement Agreement; and (ii) Keybank National Association shall have delivered to the closing Buyers a written declaration that a “Change of the Related Agreements shall take place simultaneously with the Closing hereunder Control” (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth as defined in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease Second Amended and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Restated Loan Agreement, dated March 22, 2011, among The Woodlands Commercial Properties Company, L.P., as applicableborrower, andThe Woodlands Land Development Company, the respective parties thereto fail to close under such Defaulted AgreementL.P., thenas guarantor, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement Keybank National Association and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00lenders party thereto, as lenders, and Keybank National Association, as administrative agent for the lenders) under SECTION 11.2(c). Additionally, if any does not presently exist and will not exist upon consummation of the Buyer or Affiliate Buyers elects to terminate transactions contemplated by this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is are subject to the satisfaction (or waiver by the Buyer’s waiver) of the following conditions as of the Closing of the following conditionsDate: (a) Each of the representations and warranties contained in Article 3 and Article 4 hereof that are neither Company Fundamental Representations nor Tax Representations will be true and correct in all respects (without regard to any materiality qualifiers contained therein) at and as of the time of the Closing, including after giving effect to any Updated Schedules delivered in accordance with Section 6.03 hereof, as if made by on the Seller in Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, other than for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct in all material respects (without regard to any materiality qualifiers contained therein) as of such particular date), except where the failure of such representations and warranties to be true and correct would not, in the aggregate, result in a Material Adverse Effect; (b) the Company Fundamental Representations and Tax Representations contained in Article 3 and Article 4, Section 3.09 (Financial Statements), and Section 3.12 (Absence of Changes) hereof will each be true and correct in all material respects when made and on at and as of the time of the Closing including after giving effect to any Updated Schedules delivered in accordance with Section 6.03 hereof, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, other than for those representations and warranties that address matters as though of any other particular date (in which case such representations and warranties were made on shall have been true and correct in all material respects as of Closing Date subject to any changes permitted pursuant to this Agreement.such particular date); (bc) The the Company and the Seller shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required to be performed by them under this Agreement at or prior to the Closing; (d) any waiting period applicable to the transactions contemplated by this Agreement to be performed under the HSR Act shall have expired or complied been terminated early, and any approvals, consents or clearances required in connection with by the Seller on or before transactions under the Closing.HSR Act shall have been obtained; (ce) No no temporary restraining order, preliminary or permanent injunction or other judgment or order or injunction of any issued by a court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction other Law shall be in effect which prohibits, restrains or renders illegal the consummation of the transactions contemplated hereby or would cause such transactions to be rescinded; (f) the Seller shall have delivered to the Buyer a certificate, dated the Closing Date, stating that the preconditions specified in Sections 10.01(a) and 10.01(b), as they relate to the Company and the Seller, have been satisfied; (g) Seller shall have delivered to Buyer a secretary’s certificate that includes (i) good standing certificates for each Company Entity in their jurisdiction of formation or organization, (ii) board or other governing body approval of Seller and Company for this Agreement and the transactions contemplated herein, and (iii) certified charters of each Company Entity in its jurisdiction of formation or organization; (h) the Seller shall have provided a properly completed and executed IRS Form W-9 that certifies that Seller is not a “foreign person” within the meaning of Code Sections 1445 and 1446(f) and that Seller is exempt from U.S. backup withholding; (i) the Seller shall have entered into and delivered written assignments in the form attached hereto as Exhibit A (the “Form of Assignment”) duly executed by Seller transferring and assigning all of the Company Interests outstanding immediately prior to the Closing; (j) the Seller shall have delivered the executed Escrow Agreement to the Buyer and Escrow Agent; (k) since the date of this Agreement, there shall not have occurred any Material Adverse Effect, which Material Adverse Effect has not been cured by the Closing Date; (l) Seller shall have delivered to Buyer reasonable evidence that the D&O Tail Policy and the E&O Tail Policy have been obtained and will be in full force and effect immediately following the Closing; (m) the applicable Company Entity shall have delivered an assignment and assumption of the Voice Solutions Matter and the Aria Working Capital Payment to Seller in the form attached hereto as Exhibit F and Exhibit G; (n) Seller shall have obtained and delivered payoff letters and releases of all UCC and IP liens on all Indebtedness; and (o) No Governmental Authority and no other Person shall have commenced or threatened in writing to commence any Legal Proceeding: (a) challenging the Closing or any of the other transactions contemplated by this Agreement or seeking the recovery of damages (which damages, in the case of any Person other than a Governmental Authority, are material) in connection with the Closing or any of the other transactions contemplated by this Agreement; (b) seeking to prohibit or limit the exercise by Buyer of any material right pertaining to its ownership of the Company Interests; (c) that is reasonably likely to have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with the Closing or any of the other transactions contemplated by this Agreement; or (d) seeking to compel any of the Company Entities, Buyer or any Affiliate of Buyer to dispose of or hold separate any material assets as a result of the Closing which restrains or prohibits the transfer any of the Asset other transactions contemplated by this Agreement. Any condition specified in this Section 10.01 that shall not have been satisfied or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued waived at or prior to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused be deemed to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation Buyer if the Title Company’s receipt of Closing occurs notwithstanding the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as failure of such date, notwithstanding that such deed or assignment of lease may not condition to have been recorded). Notwithstanding the foregoing, satisfied or waived in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versawriting.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each of the representations The Sellers shall have performed and warranties made by the Seller in this Agreement shall be true and correct complied in all material respects when made with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of each Seller on and as of the Closing Date as though such representations and warranties were made certifying on and as behalf of Closing Date subject the Sellers to any changes permitted pursuant to this Agreementthe effect of the foregoing. (b) The Seller Buyer shall have performed received (i) a valid, properly executed Internal Revenue Service Form W-9 from Kodiak Inc. certifying that Kodiak Inc. is exempt from U.S. “backup” withholding Tax and (ii) a valid, properly executed Internal Revenue Service Form W-8BEN-E (or complied in all material respects other applicable W-8, with each obligation any necessary accompanying attachments) certifying that Kodiak GmbH is exempt from U.S. federal withholding Tax under a United States income Tax treaty with respect to royalties and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closingother income. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction The Buyer shall be in effect or threatened in writing as have received a certificate of the Closing which restrains Secretary or prohibits the transfer an Assistant Secretary of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and each Seller, dated as of the Closing Date. (e) The Seller shall have made (or caused , certifying as to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under incumbency of each officer of each such Seller executing this Agreement and (ii) the closing attached thereto copies of (A) each Seller’s certificate of incorporation, (B) bylaws, and (C) resolutions adopted by each Seller’s Board of Directors authorizing the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived execution and delivery and performance by the appropriate party, including without limitation the Title Company’s receipt Sellers of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Sellers of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreementtransactions contemplated hereby and (D) a written resolution adopted by Kodiak Sciences Financing Corporation in its capacity as the sole quotaholder of Kodiak GmbH approving the execution, as applicable, under any provision delivery and performance of this Agreement or such Related Agreement that expressly gives and the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result consummation of the Seller’s default for which transactions contemplated hereby, including any (joint and several) payment obligations of Kodiak GmbH hereunder. (d) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all consummation of the Related Agreementstransactions contemplated by this Agreement. (e) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity (i) challenging or seeking to make illegal, it being to delay materially or otherwise directly or indirectly to restrain or prohibit the intention consummation of the parties that except as otherwise set forth transactions contemplated hereby, (ii) seeking to obtain material damages in this clause connection with the transactions contemplated hereby or (g), there shall be no Closing under this Agreement unless there is a closing under iii) seeking to restrain or prohibit the Related Agreements and vice versaBuyer’s purchase of the Acquired Intangibles.

Conditions to the Buyer’s Obligations. The Buyer’s obligation of to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by of EBC Public House and the Seller in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and on must be accurate in all respects as of such date, and (ii) EBC Public House and the Seller must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated): (i) Certificates representing all of the Public House Shares, free and clear of any encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) The minute books, the stock certificate books and the stock ledger of EBC Public House; (iii) such other documents as though such the Buyer and Seller reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Seller’s and EBC Public House’s representations and warranties were made on warranties, (B) evidencing Seller’s and as of Closing Date subject to EBC Public House’s performance of, and compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by Seller and EBC Public House, or (C) evidencing the Seller on or before the Closingsatisfaction of any condition referred to in this Section 6.1. (c) No order or injunction the Board of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as Directors of the Closing which restrains or prohibits Buyer shall have approved the transfer of the Asset or the consummation of any other transaction contemplated hereby.Transactions; (d) The Title Company each of EBC Public House and Seller shall have issued used commercially reasonable efforts to preserve intact the Business and their relationships with the employees, customers, agents of EBC Public House and all other persons reasonably related to the Buyer Business in a manner consistent with past practices or in the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as ordinary course of the Closing Date.business; (e) The Seller shall have made (or caused to have been made) all the performance of the deliveries required to be made by Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any law that has been adopted or issued, or has otherwise become effective, since the Seller under SECTION 7.2.date hereof; (f) The Seller EBC Public House shall have delivered evidence that received all required food and beverage licenses, includjng all licenses required by the Management Agreement has been terminated.California Department of Alcoholic Beverage Control (“ABC”), or other entity or department, together with any other required licenses and permits for operation; and (g) Except as otherwise set forth belowThe renovations and work on the restaurant shall have been completed, it and the restaurant shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller open for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.business

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is are subject to the satisfaction (or waiver by the Buyer’s waiver) of the following conditions as of the Closing of the following conditionsDate: (a) Each the Special Representations will be true and correct in all respects at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such Special Representations, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date); (b) the representations and warranties made by of the Seller Company and the Sellers contained in this Agreement shall ARTICLE 3 and ARTICLE 4 hereof other than the Special Representations will be true and correct in all material respects when made and on at and as of the time of the Closing (without taking into account any Updated Schedules, other than the Specified Schedule, delivered in accordance with Section 6.03 hereof), as if made on the Closing Date as though and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except (i) to the extent that the failure of such representations and warranties were made on to be true and correct has not had and would not reasonably be expected to have a Material Adverse Effect, (ii) for changes expressly contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of Closing Date subject any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to any changes permitted pursuant the extent that the failure of such representations and warranties to this Agreement.have been true and correct as of such particular date has not had and would not reasonably be expected to have a Material Adverse Effect), it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded; (bc) The Seller the Company and the Sellers shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required by this Agreement to be performed by them under this Agreement at or complied with by prior to the Closing; (d) the Seller on or before Representative shall have executed and delivered the Closing.Escrow Agreement to the Buyer; (ce) No order all consents which are set forth on Schedule 9.01(e) attached hereto shall have been obtained; (f) all material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Schedule 9.01(f) attached hereto shall have been made and obtained; (g) any applicable waiting period under the HSR Act, including any extension, shall have expired or injunction of shall have been earlier terminated; (h) no action or proceeding before any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction government body shall be in effect pending wherein an unfavorable judgment, decree or threatened in writing as order would prevent the performance of the Closing which restrains or prohibits the transfer of the Asset this Agreement or the consummation of any other transaction of the transactions contemplated hereby., declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (di) The Title Company from the date hereof to the Closing, there shall not have been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (j) the Sellers shall have issued delivered to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective payoff letters, lien releases and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise other customary documents set forth below, it shall be a condition precedent in each case reasonably satisfactory to the Buyer’s obligation to close on , evidencing the sale payment in full of all Funded Indebtedness and the Asset, that release of any Liens related thereto; (i) a payoff letter, in a form reasonably satisfactory to the closing date under Buyer and the Related Agreements shall be Sellers, regarding the same Indebtedness owing pursuant to that certain Revolving Credit and Security Agreement, dated as of February 2, 2011, among Anchor Drilling Fluids USA, Inc., the Closing Date under this Agreement lenders party thereto and PNC Bank, National Association, as agent; and (ii) a payoff letter, in a form reasonably satisfactory to the closing Buyer and the Sellers, regarding the Indebtedness owing pursuant to that certain Amended and Restated Credit Agreement, dated as of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.March 26, 2010, among Anchor Drilling Fluids USA, Inc., the closing in this Agreement or any Related Agreement will have occurred when all of Company, the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease lenders party thereto and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related AgreementXxxxxxxx Finance LLC, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement administrative agent and collateral agent; (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and k) the Buyer shall have received an executed non-solicitation agreement from each Seller, in form and substance reasonably acceptable to such Seller and the right Buyer; and (l) the Company shall have delivered to terminate this Agreement (and all other Related Agreementsthe Buyer a certificate, dated the Closing Date, stating that the conditions specified in Sections 9.01(a), 9.01(b) and 9.01(c) as they relate to the Seller shall be deemed in breach hereof whereupon Buyer shall Company, have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versabeen satisfied.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer under this agreement to consummate the transactions contemplated by this Agreement and pay the Purchase Price is provided for herein are subject to the satisfaction (or waiver by the Buyer) as fulfillment of the Closing each of the following conditionsconditions prior to the completion of the Closing, except to the extent that Buyer may, in its absolute discretion, waive any one or more hereof, in whole or in part: (a) Each of the The representations and warranties made by the each Seller in this Agreement and each Shareholder shall be true and correct in all material respects when made and on and as of the Closing Date Date, with the same force and effect as though such representations and warranties were had been made on the Closing Date; Sellers and as Shareholders shall have performed, in all material respects, all their obligations, covenants and agreements set forth herein; Sellers and Shareholders have not breached any of their covenants or agreements set forth herein; and Buyer shall have received a certificate from an executive officer of each Seller to such effect (the "Sellers' Closing Date subject to any changes permitted pursuant to this AgreementCertificate"). (b) The Seller agreements listed in Article III shall have performed or complied in all material respects with each obligation been executed and covenant required by this Agreement to be performed or complied with delivered by the Seller on or before the Closingparties thereto. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated All Testing conducted by any Governmental Authority of competent jurisdiction Buyer shall be satisfactory to it and its financing institutions, in effect or threatened their sole discretion, and the Testing shall not have resulted in writing as any report which indicates the presence of the Closing which restrains or prohibits the transfer of the Asset or the consummation of Hazardous Materials requiring any other transaction contemplated herebyremedial action under Law. (d) The Title Company Each Seller shall have issued delivered to Buyer a Certificate of its Secretary (a "Seller"s Secretary"s Certificate") having attached thereto true, correct and complete copies of its Articles or Certificate of Incorporation and Bylaws, as amended to date, an incumbency certificate for its officers and directors, and copies of the Buyer minutes of the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective meetings of its shareholders and dated directors authorizing and approving this agreement and the transactions contemplated by this agreement, certified by its Secretary as of true, correct, complete and in effect on the Closing Date. (e) The Seller Buyer shall have made (or caused completed all the Due Diligence it desires to have been made) all of conduct and is satisfied, in its sole discretion, with the deliveries required to be made by the Seller under SECTION 7.2results thereof. (f) The Seller shall All Schedules and Exhibits to be attached to this agreement were attached to this agreement upon its execution or have delivered evidence that the Management Agreement has been terminatedattached pursuant to Section 9.12. (g) Except as otherwise set forth below, it No Seller Material Adverse Effect shall have occurred or arisen from the date of the Sellers' Interim Financial Statements through the completion of the Closing. (h) Buyer shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously satisfied with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise mechanism set forth in this clause agreement for the treatment of customer deposits received by Sellers on any Advance of Need Sales or received from customers for memorials, products or services ordered, but not yet received or set by Sellers.. (g)i) Sellers and Shareholders shall have obtained any consents and approvals of third parties necessary to the consummation of the transactions contemplated by this agreement. (j) No Buyer Material Adverse Effect shall have occurred or arisen since the date of this agreement. (k) All other certificates, there opinions, instruments and documents required by law to effect the transactions contemplated by this agreement have been received in form and substance satisfactory to Buyer. (l) Buyer shall be no satisfied that Sellers shall have taken the necessary steps in accordance with Law and the Code to terminate any Retirement Plans presently in effect prior to the Closing under Date, on terms consented to and approved by Buyer and have paid any vacation time carried over from prior years. Buyer also shall have satisfied any obligations to its employees relating to Carryover Vacation. (m) Sellers shall have carried on its Business in the ordinary and customary course since December 31, 2004, and that its financial condition at the Closing will be substantially identical to those which it experienced for comparable periods in its last two (2) fiscal years. (n) Prior to the Closing Date, Parent and Buyer shall have received the consent of The CIT Group/Business Credit, Inc. to this Agreement unless there is a closing under agreement and the Related Agreements transactions contemplated herein and vice versathereby.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each The Seller shall have received Marketing Approval from the FDA, based on the active ingredient Etripamil, for the Commercialization of Etripamil in the representations and warranties made by United States (“U.S. Marketing Approval”) for the Seller in this Agreement shall be true and correct in all material respects when made and Approved Indication on and as of or prior to the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementMarketing Approval Deadline. (b) The Seller shall have performed or and complied in all material respects with each obligation all agreements, covenants, obligations and covenant conditions required by this Agreement to be performed or and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on or before the ClosingClosing Date certifying on behalf of the Seller to the effect of the foregoing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence to Buyer an updated Schedule 4.1(k)(i); (d) The representations and warranties of the Seller contained in ‎Section 4.1 shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing Date as though made at and as of the date hereof and as of the Closing Date, respectively, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided that (A), to the Management Agreement has extent that any such representation or warranty is qualified by the term “material” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall have been terminatedtrue and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date or such other date, as applicable, and (B) notwithstanding the foregoing, the representations and warranties of the Seller contained in Sections ‎Section 4.1(g) and 4.1(k)(ii) through (viii) shall be true and correct as of the Closing Date, except as would not reasonably be expected to have a Material Adverse Effect. The Buyer shall have received a certificate executed by an authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (e) No event or events shall have occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) a material adverse effect [***]. The Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (f) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (g) Except as There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise set forth belowdirectly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, it shall be a condition precedent (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s obligation to close purchase of the Revenue Participation Right. (h) The Buyer shall have received a fully executed copy of the Note Purchase Agreement and no Event of Default (as defined in the Note Purchase Agreement) shall have occurred and be continuing. Upon consummation of the transactions contemplated by the Transaction Documents on the sale Closing Date and the application of the Assetproceeds therefrom, that the Seller will be Solvent. (i) The Buyer shall have received a certificate of an officer of the Seller, dated the Closing Date, certifying as to (i) the closing date under incumbency of each officer of the Related Agreements shall be the same as the Closing Date under Seller executing this Agreement and (ii) the closing attached thereto copies of (A) the Related Agreements shall take place simultaneously with the Closing hereunder Seller’s certificate of incorporation, (i.e.B) bylaws, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived and (C) resolutions adopted by the appropriate party, including without limitation Seller’s Board of Directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of delivery by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Seller of the transactions contemplated hereby (the “Seller Certificate”). (j) The Seller shall have confirmed it has scheduled delivery to Buyer of a CD or Affiliate Buyers elects USB containing copies of all documents uploaded to terminate the data room related to the transactions contemplated by this Agreement or any Related Agreement, as of the date hereof, maintained by the Seller and made available to the Buyer, including all documents referred to in ‎Section 4.1(g)(iv). (k) At or prior to (i) the date hereof, the Seller shall have paid the Transaction Expenses incurred prior to or on the date hereof, and (ii) the Closing Date, the Seller shall have paid the aggregate amount of, if applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of other Transaction Expenses incurred prior to or on the Related Agreements, it being Closing Date; provided that the intention of the parties that except as otherwise condition set forth in this clause (g), there shall ‎Section 5.1(k)(ii) will be no Closing satisfied by the transfer by the Buyer of an amount equal to the Purchase Price minus the Transaction Expenses owed by the Seller under this Agreement unless there is a closing under the Related Agreements and vice versa‎Section 5.1(k)(ii).

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditionsto: (a) Each of the representations and warranties made receipt by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoingBxxxx, in the event that any form and substance satisfactory to Buyer, of the Seller or Other Sellers is in default under this Agreement or Deliveries, any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and of which the Buyer shall have the right to terminate waive and proceed to the Closing; (b) All notices of the transactions contemplated by this agreement required by the Rxxxxxxxx Loan Documents, Article 9 of the Uniform Commercial Code or by applicable law have been effectively waived or successfully given by the Seller, to the reasonably commercial satisfaction of the Buyer and any time to object or otherwise responds to such notices shall have expired without response or objection; (c) the Buyer’s having made financial and other arrangements with the Landlord for access to and possession of the Assets; (d) Successful negotiation and execution of a Lease Assignment and Assumption Agreement for the Leased Premises and Improvements from Landlord (the “Lease Assignment Agreement”); (e) Receipt by Buyer of an Assignment and Assumption of Trade Debt Agreement with Sterling Group Holdings Limited (“Sterling”), in the form of the attached Exhibit H, (the “Sterling Assumption Agreement”). (f) Any and all other Related Agreementsliens must be released or the Buyer must have consented to accept title to the Assets subject to the liens, such as Equipment Leases or financing arrangements described in Exhibit A; (g) Continued accuracy of representations and warranties at signing and closing, and compliance with all covenants required to be performed at or prior to closing; (h) The absence of any litigation, proceeding or injunction prohibiting the consummation of the Proposed Transaction; (i) The delivery of notice from the Seller shall be deemed in breach hereof whereupon Buyer shall have that all of the remedies conditions set forth in SECTION 11.2(c), except Section 3.2 hereafter are satisfied or waived; (j) Buyer’s entry into an Intellectual Property Purchase Agreement with Asiamax Holding Limited (“Asiamax”) on terms that are acceptable to Buyer which shall provide for the aggregate amount payment by of out-of-pocket costs and expenses that not less than $1.4 million (the Buyer will be entitled to recover from “IP Purchase Price”) at the Seller for damages under closing of this Agreement by Asiamax and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars (remittance of $300,000.00) under SECTION 11.2(c). Additionally998,270.11 of the IP Purchase Price to satisfy the GBB claim and lien, if any with the balance of the IP Purchase Price, minus transaction expenses of the Buyer or Affiliate Buyers elects with respect to terminate this the Proposed Transaction not to exceed $50,000.00, to be paid to Rxxxxxxxx at closing on account of the Rxxxxxxxx Obligations; (k) Buyer’s entry into an Intellectual Property License Agreement or with Asiamax on terms acceptable to the Buyer; (l) Bxxxx’s entry into a credit facility with Rxxxxxxxx in an amount sufficient to payoff Rxxxxxxxx Obligations, and have post closing availability after giving effect to any Related and all amounts required to be disbursed in connection with the Proposed Transactions, in an amount not less than the amount required under such credit agreement; and (m) Receipt by Buyer of a (i) Trademark Assignment Agreement, as applicable(ii) Domain Name and Social Media Assignment, under any provision (iii) U.S. Trademark Assignment, and (iv) Intellectual Property Assignment, each executed by Borrower in favor of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, substantially in the forms Annexed hereto as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control)Exhibits I, then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement J, K and all of the Related AgreementsL, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versarespectively.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is are subject to the satisfaction (or waiver by the Buyer’s waiver) of the following conditions as of the Closing of the following conditionsDate: (a) Each of (i) the representations and warranties made by of the Seller Sellers contained in Section 3.02 (Interests Owned) shall have been true and correct as of the date of this Agreement and as of the Closing Date in all respects, (ii) the Fundamental Representations shall be have been true and correct in all material respects when made (or, to the extent qualified by materiality or Material Adverse Effect within any such representation or warranty, true and on correct in all respects) as of the date of this Agreement and as of the Closing Date, except (A) for changes contemplated by this Agreement, and (B) for those representations and warranties that address matters only as of the date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect within any such representation or warranty, true and correct in all respects) as of such particular date), and (iii) all other representations and warranties of the Sellers contained in Article 3 shall have been true and correct as of the date of this Agreement and as of the Closing Date (except that the accuracy of representations and warranties that by their terms speak as though of specific date will be determined as of such specified date), other than to the extent that the failure of such representations and warranties were made on to be true and as of Closing Date subject correct individually or in the aggregate would not reasonably be expected to cause a Material Adverse Effect (or, to the extent qualified by Material Adverse Effect within any changes permitted pursuant to this Agreement.such representation or warranty, true and correct in all respects); (b) The Seller the Sellers shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required by this Agreement to be performed by them under this Agreement at or complied with by the Seller on or before prior to the Closing.; 42185384v.30 (c) No all consents, approvals, Filings, waivers or concessions required from third parties set forth on Schedule 9.01(c) and all Communications Regulatory Authority Consents set forth on Schedule 3.03(c) shall have been made or obtained, and, in the case of consents, approvals, Filings, waivers or concessions of Governmental Authorities (including Communications Regulatory Authority Consents), shall have been made by Final Order; (d) no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a Governmental Authority or injunction pursuant to Applicable Law shall be in effect which prohibits, restrains or renders illegal the consummation of the transactions contemplated hereby or would cause such transactions to be rescinded, nor shall any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated proceeding brought by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as seeking any of the Closing foregoing be pending, and there shall not be any action taken, or any Applicable Law enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement which restrains makes the consummation thereof, as contemplated herein, illegal; (e) since the date of this Agreement, there shall have been no Material Adverse Effect or prohibits Material Adverse Regulatory Event; (f) the transfer Parent shall have delivered to Buyer a certificate, executed by the chief executive or financial officer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and Parent, dated as of the Closing Date. , certifying that the conditions set forth in Sections 9.01(a), (b) and (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated.satisfied; (g) Except as otherwise set forth below, it the Sellers shall be a condition precedent to have delivered the Buyer’s obligation to close Payoff Letters or other written agreements for the release of all Liens (other than Permitted Liens) on the sale any assets or properties of the Asset, that Company and the Seller Entities (in form and substance reasonably satisfactory to Buyer); (h) the Escrow Agreement shall have been executed and delivered by Parent and the Escrow Agent; (i) the closing date under Financing Documents shall have been executed and delivered by RTFC and the Related Agreements shall be the same as the Closing Date under this Agreement and Company; (iij) the closing Company or, alternatively, Parent, shall have delivered to Buyer a certificate or certificates in form and substance reasonably satisfactory to Buyer, certifying any facts that would exempt the transaction contemplated hereby from or eliminate withholding under Section 1445 of the Related Agreements Code and analogous provisions of foreign Applicable Tax Law; (k) Buyer shall take place simultaneously have received, with respect to the Closing hereunder (i.e.Company and each Seller Entity, the closing in this Agreement a certificate of good standing or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreementvalid existence, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer Company or Affiliate Buyers elects to terminate this Agreement or any Related AgreementSeller Entity, as applicable, under any provision issued by the Secretary of this Agreement State or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result Governmental Authority of the Seller’s default for jurisdiction in which such entity was organized and each jurisdiction in which such entity is qualified or authorized to do business as a foreign corporation, limited liability company or other legal entity, in each case, dated no more than seven days prior to the preceding sentence in this clause Closing Date; (gl) Buyer shall control)have received, then any such notice with respect to terminate under any such agreement shall be deemed an election to terminate this Agreement the Company and all each Seller Entity the Organizational Documents, certified by the Secretary of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.State or other Governmental Authority of

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay for the Purchase Price Asset is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to (i) the Seller’s right to cure the same prior to the Closing as expressly provided in this Agreement, (ii) any changes permitted pursuant to this Agreement, and (iii) any changes relating to matters arising after the date hereof in connection with the representations and warranties as set forth in subsections 3.2(e) and 3.2(g). (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company to the Property shall have issued be delivered to the Buyer in the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Datemanner required under Section 8.1. (e) The Seller Buyer shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Seller under SECTION 7.2Section 6.2, and all of the consents set forth on Schedule 3.1(c) shall have been obtained. (f) The Seller Franchisor shall have delivered evidence that issued a new franchise agreement to the Management Agreement has been terminatedBuyer in accordance with Section 4.5(a). (g) Except as otherwise set forth below, it shall be a condition precedent Subject to the Buyer’s obligation to close on the sale provisions of the Asset, that (iSection 4.7(b) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.c), the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have received the right Westchase Estoppel in at least the form contemplated by Section 4.7(b) indicating that there are no material defaults in respect to terminate this Agreement (and all other Related Agreements) the Property under the Protective Covenants and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaRoadway Easement.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.27.2 and Central Parking System of Georgia, as tenant under the Lease Agreement with Central Parking System of Georgia, Inc. dated August 1, 2007 (as assigned to the Seller), shall have provided its consent to the assignment of such lease to the Buyer. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is date hereof are subject to the satisfaction (or waiver by waiver, at or prior to the Buyer) as date hereof, of the Closing each of the following conditionsconditions precedent: (a) Each of The Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement on the date hereof. (b) The representations and warranties made by of the Seller contained in this Agreement shall be Section 3.1 are true and correct in all material respects when made on the date hereof; provided, that to the extent that any such representation or warranty is qualified by the term “material” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) is true and on and as correct in all respects. The Buyer shall have received a certificate executed by an authorized officer of the Closing Date as though such representations and warranties were made Seller on and as the date hereof certifying on behalf of Closing Date subject the Seller to any changes permitted pursuant to this Agreementthe effect of the foregoing. (bc) The Seller shall have performed or complied in all material respects with delivered to the Buyer each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebySeller’s duly executed Transaction Agreements. (d) The Title Company Buyer shall have issued to received a valid, properly executed Internal Revenue Service Form W-9 certifying that the Buyer the Title Policy (or a Seller is exempt from U.S. federal “marked-upbackup” title commitment committing to issue such Title Policy) effective and dated as of the Closing Datewithholding Tax. (e) The Seller shall have made (or caused delivered to have been made) all the Buyer the legal opinions of Xxxxxx LLP as corporate counsel to the deliveries required to be made by Seller, in substantially the Seller under SECTION 7.2.form attached hereto as Exhibit B. (f) The Seller Buyer shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be received a condition precedent to the Buyer’s obligation to close on the sale certificate of the AssetSecretary or an Assistant Secretary of the Seller, that dated the date hereof, certifying as to (i) the closing date under the Related Agreements shall be the same as the Closing Date under incumbency of each officer of each such Seller executing this Agreement and (ii) the closing attached thereto copies of (A) the Related Agreements shall take place simultaneously with the Closing hereunder Seller’s certificate of incorporation, (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived B) bylaws and (C) resolutions adopted by the appropriate party, including without limitation Seller’s Board of Directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional delivery and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of performance by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Seller of the Buyer transactions contemplated hereby. (g) There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or Affiliate Buyers elects to terminate restricting the consummation of the transactions contemplated by this Agreement Agreement. (h) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any Related Agreementother Person (i) challenging or seeking to make illegal, as applicableto delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, under any provision of this Agreement (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or such Related Agreement that expressly gives (iii) seeking to restrain or prohibit the Buyer (Buyer’s purchase, or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control)sale, then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaRevenue Participation Right.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer under this agreement to consummate the transactions contemplated by this Agreement and pay the Purchase Price is provided for herein are subject to the satisfaction (or waiver by the Buyer) as fulfillment of the Closing each of the following conditionsconditions prior to the completion of the Closing, except to the extent that Buyer may, in its absolute discretion, waive any one or more hereof, in whole or in part: (a) Each of the The representations and warranties made by the Seller in this Agreement and Shareholder shall be true and correct in all material respects when made and on and as of the Closing Date Date, with the same force and effect as though such representations and warranties were had been made on the Closing Date; Seller and as Shareholder shall have performed, in all material respects, all their obligations, covenants and agreements set forth herein; Seller and Shareholder have not breached any of their covenants or agreements set forth herein; and Buyer shall have received a certificate from an executive officer of Seller and from the Shareholder to such effect (the "Seller's and Shareholder's Closing Date subject to any changes permitted pursuant to this AgreementCertificate"). (b) The Seller There shall have performed or complied been delivered to Buyer an opinion of counsel for Seller and the Shareholder, reasonably satisfactory in all material respects with each obligation form and covenant required by this Agreement substance to be performed or complied with by the Seller on or before the Closing.counsel for Buyer (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated The agreements (if any) listed in Article III shall have been executed and delivered by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebyparties thereto. (d) The Title Company All Testing conducted by Buyer shall be satisfactory to it and its financing institutions, in their sole discretion, and the Testing shall not have resulted in any report which indicates the presence of Hazardous Materials requiring any remedial action under Law. (e) Seller shall have issued delivered to Buyer a Certificate of its Secretary (a "Seller's Secretary's Certificate") having attached thereto true, correct and complete copies of its Articles or Certificate of Incorporation and Bylaws, as amended to date, an incumbency certificate for its officers and directors, and copies of the Buyer minutes of the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective meetings of its shareholders and dated directors authorizing and approving this agreement and the transactions contemplated by this agreement, certified by its Secretary as of true, correct, complete and in effect on the Closing Date. (ef) The Seller Buyer shall have made (or caused completed all the Due Diligence it desires to have been made) all of conduct and is satisfied, in its sole discretion, with the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminatedresults thereof. (g) Except as otherwise set forth below, it All Schedules and Exhibits to be attached to this agreement were attached to this agreement upon its execution or have been attached pursuant to Section 9.12. (h) No Seller Material Adverse Effect shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover arisen from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result date of the Seller’s default for which 's Interim Financial Statements through the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all completion of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaClosing.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each The Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (b) The representations and warranties made by of the Seller contained in this Agreement Section 3.1 shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” such representation or warranty (as so written, including the term “material”) shall be true and correct in all respects as of the Closing Date subject or such other date, as applicable, and the Buyer shall have received a certificate executed by an authorized person of the owner trustee of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (c) There shall not have been issued and be in effect any changes permitted pursuant to Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (bd) The Seller There shall not have performed been instituted or complied in all material respects with each obligation and covenant required by this Agreement to be performed pending any action or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated proceeding by any Governmental Authority of competent jurisdiction shall be in effect Entity or threatened in writing as of the Closing which restrains any other Person (i) challenging or prohibits the transfer of the Asset seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of any other transaction the transactions contemplated hereby. , (dii) The Title Company shall have issued seeking to obtain material damages in connection with the Buyer transactions contemplated hereby or (iii) seeking to restrain or prohibit the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as Buyer’s receipt of the Closing DatePurchased Royalty. (e) The Seller shall have made (or caused delivered to have been made) all the Buyer the duly executed Xxxx of the deliveries required to be made by the Seller under SECTION 7.2Sale, Stock Purchase Agreement and Lender Consent. (f) The Seller Buyer shall have delivered evidence that received the Management Agreement has been terminatedclosing certificate(s) of the Seller as provided by Section 2.3(a). (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived The Licensee Consent Delivered by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from been duly executed by the Seller for damages under this Agreement and Licensee. (h) At the other Related Agreements Closing, the Seller shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the deliver to Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result opinion of the Seller’s default for which the preceding sentence in this clause (g) shall control)counsel, then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all dated as of the Related Agreements, it being Closing Date in form and substance reasonably acceptable to Buyer. (i) All conditions to the intention consummation of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing transactions under the Related Agreements Stock Purchase Agreement shall have been satisfied, except for such conditions as will, by their terms, be satisfied simultaneous with such consummation and vice versaexcept for the occurrence of the Closing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each of The Seller shall have delivered to the representations and warranties made by Buyer the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this duly executed Stock Purchase Agreement. (b) The Seller shall have performed or and complied in all material respects with each obligation all agreements, covenants, obligations and covenant conditions required by this Agreement to be performed or and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on or before the ClosingClosing Date certifying on behalf of the Seller to the effect of the foregoing. (c) No order or injunction The representations and warranties of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction the Seller contained in Section 3.1 shall be true and correct in effect or threatened in writing all material respects as of the Closing which restrains or prohibits the transfer Date as though made at and as of the Asset Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the consummation extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect.” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of any the Closing Date or such other transaction contemplated herebydate, as applicable, and the Buyer shall have received a certificate executed by an authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (d) The Title Company No event or events shall have issued occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) a Material Adverse Effect. The Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as effect of the Closing Dateforegoing. (e) The Seller There shall have made (or caused to not have been made) all issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the deliveries required to be made transactions contemplated by the Seller under SECTION 7.2this Agreement. (f) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (g) The Buyer shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the Seller is exempt from U.S. federal withholding Tax and “backup” withholding Tax. (h) The Seller shall have delivered evidence that to the Management Agreement has been terminatedBuyer legal opinions from counsel to the Seller, dated as of the Closing Date and substantially in the forms attached hereto as Exhibit B and Exhibit C, respectively. (gi) Except as otherwise set forth below, it The Buyer shall be have received a condition precedent to the Buyer’s obligation to close on the sale certificate of the AssetSecretary or an Assistant Secretary of the Seller, that dated the Closing Date, certifying as to (i) the closing date under incumbency of each officer of the Related Agreements shall be the same as the Closing Date under Seller executing this Agreement on behalf of Seller and (ii) the closing attached thereto copies of (A) the Related Agreements shall take place simultaneously with the Closing hereunder Seller’s Memorandum and Articles of Association, and (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived B) resolutions adopted by the appropriate party, including without limitation Seller’s Board of Directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of delivery by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Seller of the transactions contemplated hereby (the “Seller Certificate”). (ii) The Seller shall have provided Buyer or Affiliate Buyers elects download privileges to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicabledata room documents referred to in Section 3.1(g)(iii) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall controland Section 3.1(h)(i), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer under this agreement to consummate the transactions contemplated by this Agreement and pay the Purchase Price is provided for herein are subject to the satisfaction (or waiver by the Buyer) as fulfillment of the Closing each of the following conditionsconditions prior to the completion of the Closing, except to the extent that Buyer may, in its absolute discretion, waive any one or more hereof, in whole or in part: (a) Each of the The representations and warranties made by the Seller in this Agreement Sellers and Principal Shareholders shall be true and correct correct, in all material respects when made and on and respects, as of the completion of the Closing Date Date, with the same force and effect as though such representations and warranties were had been made on the Closing Date; Sellers and as Principal Shareholders shall have performed, in all material respects, all their obligations, covenants and agreements set forth herein; Sellers and Principal Shareholders have not breached any of Closing Date subject their covenants or agreements set forth herein, and Buyer shall have received a certificates from Sellers and Principal Shareholders to any changes permitted pursuant such effect an officer of each Seller to this Agreementthat effect (each the "Sellers' Officer's Certificate") and from each Principal Shareholders to that effect (each a "Principal Shareholder's Certificate"). (b) The Seller There shall have performed been delivered to Buyer an opinion of counsel for Sellers and the Principal Shareholders, reasonably satisfactory in form and substance to counsel for Buyer, to the effect that: (i) This agreement has been duly executed and delivered by the Sellers and Principal Shareholders and constitutes their legal, valid and binding obligation enforceable in accordance with its terms; and the Assets are owned by Sellers free and clear of all liens, claims, pledges, encumbrances, charges, options, or complied in all material respects with each obligation restrictions of any kind or nature, except for Permitted Encumbrances, Sellers have complete and covenant required unrestricted power and the unqualified right to sell, assign, transfer and deliver the Assets to Buyer; upon consummation of the transactions contemplated by this Agreement agreement, Buyer will acquire good, valid and marketable title to be performed the Assets, free and clear of all liens, claims pledges, charges, options, or complied with restrictions of any kind or nature; except for Permitted Encumbrances, this agreement does not, and the carrying out of the transactions herein provided for will not, to the best of such counsel's knowledge, violate any agreement or instrument to which any Seller or Principal Shareholder, are a party or by which any of them are bound, nor violate any statute, law, rule or regulation to which any Seller or Principal Shareholder is subject; (ii) Each member of the Seller KMC Group has been duly organized and is in good standing in the State of Kentucky, and is in good standing as a foreign corporation in each other state, if any, where it is qualified to do business, or where the nature of its business requires such qualification; (iii) This agreement and the transactions contemplated hereby do not conflict with, breach, or constitute a default under, the organizational documents, i.e., the certificate of incorporation, the articles of incorporation, the bylaws or other documents, of any member of the KMC Group or any corporate restriction, contracts, agreements, laws or regulations applicable to any member of the KMC Group; and no consents or approvals of any governmental entity or other third party are required for the valid execution, delivery or performance of this agreement or the transactions contemplated by this agreement; and to counsel's best knowledge, there is no pending or threatened litigation against the Sellers or Principal Shareholders which would have a material adverse effect on this agreement or before the Closingtransactions contemplated by this agreement, or would have a material adverse effect on the Assets, Assumed Liabilities or Business of any member of the KMC Group. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction JK shall be have executed his Employment Agreement substantially in effect or threatened in writing the form attached as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby.EXHIBIT 2.1; (d) The Title Company RK shall have issued executed his Employment Agreement substantially in the form attached as EXHIBIT 2.2. (e) JK shall have executed the JK Noncompete Agreement substantially in the form attached as EXHIBIT 2.5. (f) RK shall have executed the RK Noncompete Agreement substantially in the form attached as EXHIBIT 2.6. (g) Prior to or simultaneously with the Closing, Buyer shall have received proceeds from its IPO sufficient to provide Buyer with the funds required to pay the cash portion of the Purchase Price to the Sellers. (h) There shall be no uncompleted Environmental work on KMC Group's Realty and the Sellers and Principal Shareholders shall have paid any amounts which they have agreed to pay in respect of Environmental Work pursuant to Section 4.6(a) or Buyer shall have elected to pay the Title Policy same and deduct such amounts from the Purchase Price. (or i) Each Seller shall have delivered to Buyer a “marked-up” title commitment committing Certificate of its Secretary having attached thereto true, correct and complete copies of its Articles of Incorporation and Bylaws, as amended to issue such Title Policy) effective date, an incumbency certificate for its officers and dated directors, and copies of the minutes of the meetings of its shareholders and directors authorizing and approving this agreement and the transactions contemplated by this agreement certified by its Secretary as of true, correct, complete and in effect on the Closing Date. (ej) The Seller Sellers shall have made (or caused executed the Covenant Not to have been made) all of Compete substantially in the deliveries required to be made by the Seller under SECTION 7.2form attached as EXHIBIT 2.8. (fk) The Seller shall Keitx & Xeitx xxxll have executed and delivered evidence that the Management Agreement has been terminatedLease Agreement. (gl) Except as otherwise set forth below, it shall All Schedules and Exhibit to be a condition precedent attached to the Buyer’s obligation this agreement were attached to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement agreement upon its execution or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment attached pursuant to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaSection 8.12.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay for the Purchase Price Asset is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions; provided that the condition shall be deemed satisfied if it has been satisfied as of the relevant Closing Date with respect to the portion of the Asset to be transferred on such Closing Date: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementDate. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company No action, suit or other proceeding shall be pending which shall have issued been brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective purchase and dated as sale of the Closing DateAsset or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby. (e) The Seller Title to the Property shall have made (or caused be delivered to have been made) all of the deliveries Buyer in the manner required to be made by the Seller under SECTION 7.2Section 8.1. (f) The Seller Buyer shall have received all of the documents required to be delivered evidence that by the Management Agreement has been terminatedSeller under Article VI. (g) Except as otherwise set forth below, it The Buyer shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that have received (i) with respect to the closing date under Phase I Closing, Estoppel Certificates from all tenants of the Related Agreements shall be the same as the Closing Date under this Agreement Phase I Property and (ii) with respect to the closing Phase II Closing, Estoppel Certificates from all tenants of the Related Agreements Phase II Property. (i) No notice of default shall take place simultaneously with have been given by the Closing hereunder Seller under any Material Contract or under any Space Lease, in each case, which Material Contract or Space Lease (i.e.A) relates to, affects or benefits the closing in this Agreement or any Related Agreement will have occurred when all portion of the conditions precedent Property to closing set forth in be transferred on the applicable agreement have been met or waived relevant Closing Date and (B) will be assumed by the appropriate party, including without limitation the Title Company’s receipt Buyer as part of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; relevant Closing and (yii) issue all such Material Contracts and Space Leases shall be in full force and effect, except in each case, to the Title Policy effective as extent that such notice of default or failure of such dateMaterial Contract or Space Lease to continue in full force and effect, notwithstanding that such deed would not materially adversely effect the value or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any continued operation of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any portion of the Buyer or Affiliate Buyers elects Property to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives be transferred on the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no relevant Closing under this Agreement unless there is a closing under the Related Agreements and vice versaDate.

Conditions to the Buyer’s Obligations. The obligation obligations of the ------------------------------------- Buyer to consummate purcthe Shares and the transactions contemplated by UK Facility pursuant to this Agreement and pay shall, at the Purchase Price is option of the Buyer, be subject to the satisfaction (satisfaction, on or waiver by the Buyer) as of prior to the Closing Date, of the following conditions: (a) Each There shall have been no material breach by the Seller in the performance of any of its covenants and agreements herein; the representations and warranties made by of the Seller contained or referred to in this Agreement (disregarding for this purpose any qualifications with respect to materiality or Material Adverse Effect) shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date), except for any failures to be true and correct which, individually or in the aggregate, would not have a Material Adverse Effect, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyer or any transaction permitted by Section 6.4; and ----------- there shall have been delivered to the Buyer a certificate to such effect, dated the Closing Date subject Date, signed on behalf of the Seller by the Trustees, in addition to any changes permitted pursuant to this Agreement.the other deliveries specified in Section 3.4. ----------- -44- (b) The Seller Between the date hereof and the Closing Date, there shall have performed or complied in all material respects with each obligation been no Material Adverse Change and covenant required by this Agreement there shall have been delivered to be performed or complied with the Buyer a certificate to such effect, dated the Closing Date and signed on behalf of the Seller by the Seller on or before the ClosingTrustees. (c) No order The waiting period under the HSR Act shall have expired or injunction of any court been terminated, and no action, suit, investigation or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction proceeding shall be have been instituted and remain in effect to materially restrain or threatened in writing as prohibit or otherwise challenge the legality or validity of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction transactions contemplated hereby. (d) The Title Company There shall have issued to not be in effect any Court Order or Requirement of Law materially restraining or prohibiting the Buyer legality or the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as validity of the Closing Datetransactions contemplated hereby. (e) The Seller parties shall have made (received all approvals and actions of or caused by all Governmental Bodies which are necessary to have been madeconsummate the transactions contemplated hereby, which are either specified in Schedule 8.1(E) all of the deliveries or --------------- otherwise required to be made obtained prior to the Closing by the Seller under SECTION 7.2applicable Requirements of Laws or which are necessary to prevent a Material Adverse Change. (f) The Seller Company shall have delivered evidence that received consents, in form and substance reasonably satisfactory to the Management Agreement has been terminatedBuyer, to the transactions contemplated hereby from the other parties to all contracts, leases, agreements and permits to which the Company is a party or by which the Company or any of its assets or properties is affected and which are specified in Schedule -------- 8.1(F) (including Fleet National Bank) or are otherwise necessary to ------ prevent a Material Adverse Change. (g) Except as otherwise The Buyer shall have received documentation deemed adequate by it demonstrating full compliance with the Connecticut Property Transfer Act. (h) The conditions to the obligations of the Buyer set forth belowin Article VIII of the Xxxxxxx Acquisition Agreement and the RPM Acquisition ------------ Agreement shall have been satisfied or waived. (i) The Buyer shall have received from the Seller a certificate of non-foreign status, it shall be a condition precedent in form and substance reasonably satisfactory to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreementaccordance with Treas. Reg. (S) 1.1445-2(b), as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right no actual knowledge that such certification is false or received a notice that such certification is false pursuant to terminate this Agreement Treas. Reg. (and all other Related AgreementsS) and the Seller shall be deemed in breach hereof whereupon 1.1445- 4. (j) The Buyer shall have received from the remedies Seller evidence, reasonably acceptable to the Buyer, of compliance with Section 6.10. ------------- -45- (k) The conditions to the Property Transfer set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.Schedule -------- 4.10

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as Buyer in accordance with Section 9.7), at or prior to the Closing, of the Closing each of the following conditionsconditions precedent: (a) Each The Seller shall have performed and complied in all respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (b) The representations and warranties made by of the Seller contained in this Agreement Section 3.1 shall be true and correct in all material respects when made and on and as of the Closing Date as though made at and as of the Closing Date (with such changes to such representations and warranties were made as shall be requested by the Seller and agreed to in writing by the Buyer in the Buyer’s sole discretion), and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on and as of the Closing Date subject certifying on behalf of the Seller to the effect of the foregoing. (c) There shall not have been issued and be in effect any changes permitted pursuant to Judgment of any Governmental Entity, court or arbitrator enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (bd) The Seller There shall not have performed been instituted or complied in all material respects with each obligation and covenant required be pending any action or proceeding by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Entity, court, arbitrator or threatened in writing as of the Closing which restrains any other Person (i) challenging or prohibits the transfer of the Asset seeking to make illegal, to delay materially or to otherwise directly or indirectly restrain or prohibit the consummation of any other transaction the transactions contemplated hereby. , (dii) The Title Company shall have issued seeking to obtain material damages in connection with the Buyer transactions contemplated hereby or (iii) seeking to restrain or prohibit the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as Buyer’s receipt of the Closing DateRoyalty. (e) The Seller Buyer shall have made (or caused to have been made) all of received from the deliveries required to be made Seller the Lender Consent duly executed by the Seller under SECTION 7.2Lender and the Seller. (f) The Seller Buyer shall have delivered evidence that received from the Management Seller the Licensee Letter Agreement has been terminatedduly executed by the Licensee and the Seller. (g) Except The Buyer shall have received the officer’s certificate of the Seller as otherwise set forth below, it provided in Section 2.3(a). (h) The Buyer shall be a condition precedent have received the duly executed counterpart of the Seller to the Buyer’s obligation to close on the sale Xxxx of the Asset, that Sale. (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the The Buyer shall have received the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaLien Release Documents.

Conditions to the Buyer’s Obligations. The Buyer’s obligation of to perform the Buyer Transactions contemplated to consummate be performed on or about the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by the of each Seller in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty (A) contains a materiality or Material Adverse Effect qualification, in which case such representation or warranty must have been and on must be accurate in all respects or (B) is made as of an earlier specific date, in which case such representation or warranty must have been and must be accurate in all respects as of such date, (ii) each Seller 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 (iii) each Seller must deliver to the Buyer at the Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii); (b) each of the following documents must have been delivered to the Buyer and must be dated as of the Closing Date (unless otherwise indicated): (i) a xxxx of sale, assignment and assumption agreement (“Xxxx of Sale, Assignment and Assumption Agreement”) executed by the Sellers, in the form of Exhibit B; (ii) the Distribution Agreement, executed by the Sellers; (iii) the Torqata Agreement, executed by the Sellers; (iv) the Escrow Agreement, executed by the Sellers and the Escrow Agent; (v) the Transition Services Agreement, with such transition services as though are mutually agreeable to Buyer and Sellers, executed by the Sellers; (vi) the Trademark Assignment Agreement, executed by the Sellers; (vii) the Managed Services Agreement, executed by the Sellers; (viii) a duly completed and executed certificate of each Seller’s non-foreign status as set forth in Treasury Regulation 1445-2(b); (ix) letters, certificates or similar tax clearance documentation from applicable state Tax authorities stating that no income, franchise, sales and use and payroll withholding taxes are due and owing and that Seller is in good standing with the relevant Tax authorities for state Tax purposes; (x) a certificate of the secretary of each Seller, in form and substance reasonably satisfactory to the Buyer, certifying that (A) attached thereto is a true, correct and complete copy of (1) the articles or certificate of incorporation of the Seller, certified as of a recent date by the Secretary of State of the Seller’s state of incorporation and the bylaws of the Seller, (2) to the extent applicable, resolutions duly adopted by the board of directors of the Seller authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of the Seller from the Seller’s state of incorporation and a certificate of good standing as of a recent date of the Seller from each state in which it is qualified to conduct business, (B) the resolutions referenced in subsection (A)(2) are still in effect and (C) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (A)(3) that would adversely affect the Seller’s existence or good standing in any such jurisdiction; (xi) such other bills of sale, assignments, certificates of title and other instruments of transfer, all in form and substance reasonably satisfactory to the Buyer, as are necessary or desirable to convey fully and effectively to the Buyer all of the Purchased Assets in accordance with the terms of this Agreement; (xii) the documents required by Section 2.8; and (xiii) such other documents as the Buyer may reasonably request for the purpose of (A) evidencing the accuracy of each Seller’s representations and warranties were made on warranties, (B) evidencing each Seller’s performance of, and as of Closing Date subject to compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by such Seller, (C) evidencing the Seller on satisfaction of any condition referred to in this Section 6.1, (D) vesting in the Buyer legal and beneficial title to the Purchased Assets or before (E) otherwise facilitating the Closing.performance of the Transactions; (c) No order or injunction the following must have been delivered to the Buyer with respect to each parcel of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as Assigned Leased Real Property: an Assignment of the Closing which restrains or prohibits Lease for such Leased Real Property, in each case in form and substance reasonably satisfactory to the transfer of the Asset or the consummation of any other transaction contemplated hereby.Buyer; (d) The Title Company shall all applicable waiting periods (and any extensions thereof) under the HSR Act must have issued expired or otherwise been terminated and each other Consent listed on Schedule 3.3 must have been obtained, delivered to the Buyer, be in full force and effect and be in the form approved by the Buyer the Title Policy (or a “marked-up” title commitment committing pursuant to issue such Title Policy) effective and dated as of the Closing Date.Section 6.2; (e) The Seller no Governmental Body shall have made (enacted, issued, promulgated, enforced or caused to have been made) all entered any Governmental Order or Law which is in effect and has the effect of making the Transactions illegal, otherwise restraining or prohibiting consummation of the deliveries required Transactions or causing any of the Transactions to be made by the Seller under SECTION 7.2.rescinded following completion thereof; and (f) The Seller shall have delivered evidence that since the Management Agreement Interim Date, there has not been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent any Material Adverse Effect with respect to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaOperations.

Conditions to the Buyer’s Obligations. (a) The obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay the Purchase Price for each Asset is subject to the satisfaction (or waiver waiver) by the Buyer) Buyer as of the each Closing of the following conditions: (a1) Each of the representations and warranties made by the Seller in this Agreement Agreement, with respect to the Asset being conveyed on the applicable Closing Date, shall be true and correct in all material respects when made and on and as of the such Closing Date as though such representations and warranties were made on and as of the Closing Date subject to any changes permitted pursuant to this AgreementDate. (b2) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by a Seller with respect to the Seller relevant Asset on or before the Closing. (c3) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset being transferred at such Closing or the consummation of any other transaction contemplated herebyscheduled to occur at such Closing. (d4) The Title Company With respect to the IBM Plaza Property, title to the Property shall have issued be delivered to the Buyer in the Title Policy (or manner required under Section 9.1 hereof, as evidenced by a “marked-up” title commitment committing to issue such Complying Title Policy) effective and dated ; with respect to the City Center Property, title shall be, at the time of Closing, in the form, required under Section 9.1, as of the Closing Date.evidenced by a Complying Title Policy; (e5) The Seller Buyer shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Seller under SECTION 7.2Article VI. (f6) The Seller Property shall have delivered evidence that be in the Management Agreement has been terminatedsame condition as at the Due Diligence Expiration Date subject to reasonable wear and tear and the provisions of Section 10.2. (g7) Except as otherwise set forth belowThe Buyer shall have received Ground Lease Estoppel Certificates and Tenant Estoppel Certificates required under Sections 3.3(h) and(i) above. (b) Notwithstanding the provisions of subsection (a) above, it Buyer shall not be a condition precedent obligated to acquire the Interests of the City Center Assignors and may terminate this Contract with respect to the Buyer’s obligation to close on Interests, if the Closing of the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may IBM Plaza Property does not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (occur other than as the a result of the Seller’s a default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaby Buyer hereunder.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is Transactions shall be subject to the satisfaction (or waiver following conditions for the exclusive benefit of the Buyer, which may be waived by the Buyer) as of the Closing of the following conditionsBuyer in whole or in part: (a) Each The Seller shall have performed and complied in all material respects with all covenants and obligations of this Agreement to be complied with and performed by the Seller at or before Closing. (b) All Seller Fundamental Representations shall be true and correct in all respects and all other representations and warranties made by of the Seller in this Agreement shall be true and correct in all material respects when made and on and (or, if qualified by materiality, in all respects) as of the Closing Date date of Closing, with the same force and effect as though such representations and warranties were if made on and as of Closing Date subject that date, except: (i) to any the extent that such representations and warranties refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects or, if qualified by materiality, in all respects as of such earlier date; and (ii) for changes expressly contemplated and permitted pursuant to by this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction There shall be no Order or Applicable Law in effect or threatened in writing as of the Closing which restrains or that prohibits the transfer of the Asset or the consummation of any other transaction contemplated herebythe Transactions, provided that each Party shall have taken all actions required by Section 4.1(e) to prevent the occurrence or entry of such Order or Applicable Law and to remove or appeal such Order or Applicable Law as promptly as possible. (d) The Title Company No Seller Material Adverse Effect shall have issued to occurred since the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as date of the Closing Datethis Agreement. (e) The Seller Investor Rights Agreement shall have made (been entered into or caused to have been made) all of shall be entered into concurrently with the deliveries required to be made by the Seller under SECTION 7.2Closing. (f) The Seller Intercompany Indebtedness shall have delivered evidence that been capitalized in accordance with the Management Agreement has been terminatedsteps specified in the Seller Disclosure Letter. (g) Except as otherwise set forth below, it The M Grupo JV Arrangements shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously have been terminated in accordance with the Transfer Agreement. (h) The Company Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement Payables shall have been met or waived by paid in full in accordance with the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) Company Payables Framework and the Seller shall be deemed have provided evidence of same, in breach hereof whereupon Buyer form and substance satisfactory to the Buyer, acting reasonably. (i) The Company shall have entered into definitive documentation in respect of the remedies set forth Company Settlement Payables, in SECTION 11.2(c)form and substance satisfactory to the Buyer, except that acting reasonably, in accordance with the aggregate amount of out-of-pocket costs and expenses that Company Payables Framework. The foregoing conditions are for the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any exclusive benefit of the Buyer and any such condition may be waived in whole or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives in part by the Buyer (at or an Affiliate prior to the Closing by delivering to the Seller a written waiver to that effect executed by the Buyer. Delivery of any such waiver shall be without prejudice to any rights and remedies at law and in equity the Buyer may have, as applicable) including any claims the right Buyer may have for breach of covenant, representation or warranty by the Seller, and also without prejudice to terminate (other than as the result rights of termination of the Seller’s default for which Buyer in the preceding sentence event of non-performance of any other conditions in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth whole or in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versapart.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each The Seller shall have received Marketing Approval of NDA #208712 from the representations FDA, based on the active ingredient Pacritinib, for the Commercialization of a Product in the United States (“U.S. Marketing Approval”) for the Approved Indication. Prior to or with U.S. Marketing Approval, the FDA shall not have withdrawn orphan drug status for Pacritinib (“ODD”) and warranties made Seller shall not have been notified by the Seller in this Agreement shall be true and correct in all material respects when made and on and as FDA of any impediment to Seller’s marketing exclusivity associated with the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementODD or New Chemical Entity exclusivity. (b) The Seller shall have performed or and complied in all material respects with each obligation all agreements, covenants, obligations and covenant conditions required by this Agreement to be performed or and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on or before the ClosingClosing Date certifying on behalf of the Seller to the effect of the foregoing. (c) No order or injunction The representations and warranties of any court or administrative agency the Seller contained in Section 4.1 shall have been true and correct in all material respects as of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction the date hereof and shall be true and correct in effect or threatened in writing all material respects as of the Closing which restrains or prohibits the transfer Date as though made at and as of the Asset date hereof and as of the Closing Date, respectively, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the consummation extent that any such representation or warranty is qualified by the term “material” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall have been true and correct in all respects as of any the date hereof and shall be true and correct in all respects as of the Closing Date or such other transaction contemplated herebydate, as applicable. The Buyer shall have received a certificate executed by an authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (d) The Title Company No event or events shall have issued occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) a Material Adverse Effect. The Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as effect of the Closing Dateforegoing. (e) The Seller There shall have made (or caused to not have been made) all issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the deliveries required to be made transactions contemplated by the Seller under SECTION 7.2this Agreement. (f) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (g) The Buyer shall have received a fully executed copy of the Credit Agreement and no Default shall have occurred. (h) The Buyer shall have received the Intercreditor Agreement, duly executed and delivered by the Seller and Lender. (i) The Buyer shall have received a valid, properly executed Internal Revenue Service Form W-9 certifying that the Seller is exempt from U.S. federal “backup” withholding Tax. (j) The Seller shall have delivered evidence that to the Management Agreement has been terminatedBuyer the legal opinions of Xxxxxx, Xxxx & Xxxxxxxx, LLP, as counsel to the Seller, in substantially the forms attached hereto as Exhibit D (the “Opinion”). (gk) Except as otherwise set forth below, it The Buyer shall be have received a condition precedent to the Buyer’s obligation to close on the sale certificate of the AssetSecretary or an Assistant Secretary of the Seller, that dated the Closing Date, certifying as to (i) the closing date under incumbency of each officer of the Related Agreements shall be the same as the Closing Date under Seller executing this Agreement and (ii) the closing attached thereto copies of (A) the Related Agreements shall take place simultaneously with the Closing hereunder Seller’s certificate of incorporation, (i.e.B) bylaws, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived and (C) resolutions adopted by the appropriate party, including without limitation Seller’s Board of Directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of delivery by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Seller of the transactions contemplated hereby (the “Seller Certificate”). (l) The Seller shall have confirmed it has scheduled delivery to Buyer of a CD or Affiliate Buyers elects USB containing copies of all documents uploaded to terminate the [***] data room related to the transactions contemplated by this Agreement or any Related Agreement, as applicableof the date hereof, under any provision of this Agreement or such Related Agreement that expressly gives maintained by the Buyer (or an Affiliate Seller and made available to the Buyer, as applicable) the right including all documents referred to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall controlSection 4.1(g)(iv), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each of The Seller shall have delivered to the representations and warranties made by Buyer the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this duly executed Stock Purchase Agreement. (b) The Seller shall have performed or and complied in all material respects with each obligation all agreements, covenants, obligations and covenant conditions required by this Agreement to be performed or and complied with by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on or before the ClosingClosing Date certifying on behalf of the Seller to the effect of the foregoing. (c) No order or injunction The representations and warranties of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction the Seller contained in Section 3.1 shall be true and correct in effect or threatened in writing all material respects as of the Closing which restrains or prohibits the transfer Date as though made at and as of the Asset Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the consummation extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect.” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in all respects as of any the Closing Date or such other transaction contemplated herebydate, as applicable, and the Buyer shall have received a certificate executed by an authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (d) The Title Company No event or events shall have issued occurred, or be reasonably likely to occur, that, individually or in the aggregate, have had or would reasonably be expected to result in (or, with the giving of notice, the passage of time or otherwise, would result in) a Material Adverse Effect. The Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as effect of the Closing Dateforegoing. (e) The Seller There shall have made (or caused to not have been made) all issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the deliveries required to be made transactions contemplated by the Seller under SECTION 7.2this Agreement. (f) There shall not have been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (g) The Buyer shall have received a valid, properly executed Internal Revenue Service Form W-9 certifying that the Seller is exempt from U.S. federal withholding Tax and “backup” withholding Tax. (h) The Seller shall have delivered evidence to the Buyer standard corporate existence and authority opinions in respect of the Seller, enforceability opinions on this Agreement and an opinion that this Agreement does not conflict with any contract filed as an exhibit to the Management Agreement has been terminatedSeller SEC Documents, the organizational documents of the Seller or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (gi) Except as otherwise set forth below, it The Buyer shall be have received a condition precedent to the Buyer’s obligation to close on the sale certificate of the AssetSecretary or an Assistant Secretary of the Seller, that dated the Closing Date, certifying as to (i) the closing date under incumbency of each officer of the Related Agreements shall be the same as the Closing Date under Seller executing this Agreement and (ii) the closing attached thereto copies of (A) the Related Agreements shall take place simultaneously with the Closing hereunder Seller’s certificate of incorporation, (i.e.B) bylaws, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived and (C) resolutions adopted by the appropriate party, including without limitation Seller’s Board of Directors authorizing the Title Company’s receipt of the applicable deed or assignment of lease execution and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of delivery by the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any consummation by the Seller of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives transactions contemplated hereby (the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control“Seller Certificate”), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each The Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement at or prior to the Closing Date, and the Buyer shall have received a certificate executed by a duly authorized officer of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (b) The representations and warranties made by of the Seller contained in this Agreement Section 3.1 shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on at and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of a particular date, in which case it shall be true and correct in all material respects as of such date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” such representation or warranty (as so written, including the term “material”) shall be true and correct in all respects as of the Closing Date subject or such other date, as applicable, and the Buyer shall have received a certificate executed by an authorized person of the owner trustee of the Seller on the Closing Date certifying on behalf of the Seller to the effect of the foregoing. (c) There shall not have been issued and be in effect any changes permitted pursuant to Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (bd) The Seller There shall not have performed been instituted or complied in all material respects with each obligation and covenant required by this Agreement to be performed pending any action or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated proceeding by any Governmental Authority of competent jurisdiction shall be in effect Entity or threatened in writing as of the Closing which restrains any other Person (i) challenging or prohibits the transfer of the Asset seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of any other transaction the transactions contemplated hereby. , (dii) The Title Company shall have issued seeking to obtain material damages in connection with the Buyer transactions contemplated hereby or (iii) seeking to restrain or prohibit the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as Buyer’s receipt of the Closing DatePurchased Royalty. (e) The Seller shall have made (or caused delivered to have been made) all the Buyer the duly executed Xxxx of the deliveries required to be made by the Seller under SECTION 7.2Sale, Stock Purchase Agreement and Lender Consent. (f) The Seller Buyer shall have delivered evidence that received the Management Agreement has been terminatedclosing certificate(s) of the Seller as provided by Section 2.3(a). (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived The Licensee Consent Delivered by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from been duly executed by the Seller for damages under this Agreement and Licensee. (h) At the other Related Agreements Closing, the Seller shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the deliver to Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result opinion of the Seller’s default for which the preceding sentence in this clause (g) shall control)counsel, then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all dated as of the Related Agreements, it being Closing Date in form and substance reasonably acceptable to Buyer. (i) All conditions to the intention consummation of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing transactions under the Related Agreements Stock Purchase Agreement shall have been satisfied, except for such conditions as will, by their terms, be satisfied simultaneous with such consummation and vice versaexcept for the occurrence of the Closing.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer under this Agreement, including, without limitation, the obligation to consummate and effect the transactions contemplated by this Agreement and pay purchase of the Purchase Price is Assets, shall be subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions, unless waived by the Buyer: (a) Each of The Seller 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 Date. (b) All representations and warranties made by of the Seller herein shall have been true and correct in this Agreement all material respects when made, shall have continued to have been true and correct in all material respects at all times subsequent thereto, and shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and on, as of Closing Date subject and with reference to any changes permitted pursuant to this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closingsuch date. (c) No order All consents, approvals, certificates and authorizations required to be obtained by the Seller, and/or the Buyer in connection with the sale of the Assets, including without limitation, all approvals by and clearances from all governmental authorities, lenders, and other third parties, shall have been obtained and no such consent, approval or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction authorization shall be in effect or threatened in writing subject to any condition which is unduly burdensome; and as of the Closing Date, no legislation, rule or regulation shall have been enacted or deemed applicable to the transactions contemplated by this Agreement which restrains would materially interfere with or prohibits restrict the transfer use and operation of the Asset Business after the Closing or materially detract from the consummation value of any other transaction contemplated herebythe Assets. (d) The Title Company Seller shall have issued obtained written consents to the assignment to the Buyer of each Lease and Contract listed on Schedule ____ with respect to which a consent is required in connection with the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as consummation of the Closing Datetransactions contemplated by this Agreement. (e) The Seller There shall not have made (occurred, since _________________, except as set forth in Schedule 6.1(e) any material adverse change with respect to the Business, financial condition, results of operations, prospects, assets or caused to have been made) all backlog of the deliveries required to be made by the Seller under SECTION 7.2Seller. (f) The Seller shall have delivered evidence that afforded the Management Agreement has Buyer and its representatives reasonable access to the facilities and Real Property, utilized by the Seller in the conduct of the Business for the purpose of conducting facility surveys, and the results of such surveys shall have been terminatedsatisfactory in all respects to the Buyer in its sole and absolute discretion. (g) Except as otherwise set forth below, it The Seller shall be a condition precedent have executed and delivered to the Buyer’s obligation Buyer all documents necessary to close convey title to the Assets to the Buyer as contemplated by this Agreement. (h) The Buyer shall have entered into a management agreement with the Seller to provide management expertise to Buyer on the sale a cost plus percentage basis sufficient to generate a pre-tax profit of the Asset, that ___________________. (i) The Buyer shall have entered into an employment agreement with Mr. Paulo Mylla at an annual salary of $___________ for a period of no less than three years. (j) The Buyer shall have obtained written consents to assignments of all Assumed Leases of real property, pursuant to which the closing date under Seller is a lessee, executed by the Related Agreements shall be lessors. (k) The agreements between the same as the Closing Date under this Agreement Seller and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing certain related parties set forth in the applicable agreement on Schedule 6.1(k) shall have been met or waived by the appropriate partyterminated, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have been released from all liability or obligation whatsoever therefor. (l) The Seller shall have provided to the right Buyer a complete and accurate schedule including an aging schedule for all of the Seller's Accounts Receivable as of not more than two business days prior to terminate this Agreement the Closing Date. (and all other Related Agreementsm) The Buyer and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount entered into Assignment and Assumption Agreements with respect to all Assumed Leases of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaReal Property.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay the Purchase Price is subject to the satisfaction (or waiver by of the Buyer) following conditions as of the Closing of the following conditionsClosing: (a) Each of the representations and warranties made by the Seller set forth in this Agreement Articles III and IV hereof shall be true and correct in all material respects when made and on (without taking into account any materiality or Material Adverse Effect qualifiers therein (other than such qualifiers contained in the first sentence of Section 4.06)) at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties were made on except to the extent 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 (without taking into account any materiality or Material Adverse Effect qualifiers therein (other than such qualifiers contained in the first sentence of Section 4.06) as of Closing Date subject such earlier date), in each case after giving effect to any changes permitted all disclosures on the Updated Schedules delivered to the Buyer pursuant to this Agreement.Section 6.06 which have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) The Seller the Company and the Sellers shall have performed or complied in all material respects with each obligation all of the covenants and covenant agreements required by this Agreement to be performed by them under this Agreement at or complied with by the Seller on or before prior to the Closing.; (c) No no judgment, decree or order or injunction of any court or administrative agency government body of competent jurisdiction nor shall have been issued which would, and no action or proceeding before any statute, rule, regulation court or executive order promulgated by any Governmental Authority government body of competent jurisdiction shall be pending wherein an unfavorable judgment, decree or order would, in effect each case, prevent or threatened in writing as restrict the performance of the Closing which restrains or prohibits the transfer of the Asset this Agreement or the consummation of any other transaction of the transactions contemplated hereby., declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (d) The Title Company all consents that are set forth on the Third-Party Consents Schedule attached hereto shall have issued been obtained; (e) the applicable waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired or been terminated, and all other governmental filings, consents, authorizations and approvals that are set forth on the Governmental Consents Schedule attached hereto shall have been duly made and obtained; and (f) the Company or the Representative (on behalf of the Equityholders), as the case may be, shall have delivered to the Buyer each of the Title Policy following: (or i) a “marked-up” title commitment committing to issue such Title Policycertificate of the Company in the form set forth in Exhibit A attached hereto, dated the Closing Date, stating that the preconditions specified in Sections 2.01 (a), (b) effective and (c) hereof have been satisfied; (ii) certified copies of the certificate of incorporation and bylaws of the Company and each of its Subsidiaries and the resolutions of the Company's board of directors approving this Agreement and the transactions contemplated hereby; (iii) an affidavit, under penalties of perjury, certifying that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date.Date and in form and substance required under Treasury Regulation SS.1.1445-2(c)(3) and SS.1.897-2(h); (iv) copies of the third party and governmental consents required by subsections (d) and (e) The Seller shall have made above and the payoff letters, Lien releases and cancelled notes required pursuant to Section 1.02(b)(iii) above; (or caused to have been madev) the instruments representing the Shares duly endorsed for transfer; (vi) the instruments evidencing the cancellation and surrender of all Stock Options and Phantom Rights; (vii) resignations effective as of the deliveries required to be made Closing Date from all directors of the Company and its Subsidiaries; (viii) a certificate of good standing from the Secretary of State of Delaware evidencing the Company's good standing in such jurisdiction, and a copy of each Subsidiary's certificate of incorporation, certified by the Seller under SECTION 7.2.Secretary of State of Delaware and a certificate of good standing from the Secretary of State of Delaware evidencing such Subsidiary's good standing in such jurisdiction; and (fix) The Seller shall have delivered evidence that the Management Escrow Agreement has been terminatedand, if applicable, the Additional Escrow Agreement executed by the Representative and the Escrow Agent. (g) Except as otherwise set forth belowBuyer shall have obtained debt financing adequate to pay in full, it in cash, at Closing the Initial Purchase Price, all on terms substantially consistent with the Debt Commitment Letter; (h) There shall be a condition precedent to have been no Material Adverse Change since the Buyer’s obligation to close on the sale date of the Asset, that this Agreement; (i) Buyer shall have received an opinion of Xxxxxxxx & Xxxxx LLP, counsel to the closing date under Company, to the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing effect set forth in the applicable agreement have been met or waived Exhibit D, which opinions may be relied upon by the appropriate party, including without limitation Buyer and the Title Company’s receipt lenders providing the financing for the Buyer to consummate the transactions contemplated hereby; and (j) The Company shall have delivered to Buyer payoff letters (in a form reasonably satisfactory to Buyer) for each item of Indebtedness of the applicable deed or assignment of lease Company and its unconditional and irrevocable commitment to Subsidiaries identified with an asterisk (x"*") record on the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaIndebtedness Schedule.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement and pay acquisition of the Purchase Price Assets at the Closing is subject to the satisfaction (or waiver by the BuyerBuyer in writing) as of the Closing Date of the following conditions: (ai) Each notice to the Parties by the corresponding Governmental Entity of the firm and unconditioned authorization to the assignment of all the Concessions set forth hereunder, as provided in Section 72 of the Law No. 17,319; (ii) written certification issued by the corresponding Governmental Entity to the Seller attesting that no taxes are due by the Seller in connection with the Concessions, as provided in Section 74 of the Law No. 17,319; (iii) the representations and warranties made by of the Seller in this Agreement shall be true and correct correct, in all material respects when made respects, as of the date hereof and as of the time of the Closing, except to the extent 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 the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this Agreement.earlier date); (biv) The the Seller shall have performed or complied in all material respects with each obligation all obligations and covenant covenants required by this Agreement to be performed or complied with by the Seller on or before by the time of the Closing.; (cv) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction there shall not be in effect pending or threatened in writing as any dispute, claim, demand, suit, action or proceeding, whether by the Government or any other Person (a) challenging or seeking to restrain or prohibit the purchase and sale of the Closing which restrains Assets or prohibits the transfer any of the Asset other transactions contemplated by this Agreement or seeking to obtain from the consummation Buyer or any of its Affiliates in connection with the purchase and sale of the Assets any other transaction contemplated hereby. (d) The Title Company shall have issued payments, charges, damages, or compensation that would be reasonably likely to materially reduce the benefits to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Date.transactions contemplated hereunder or (b) seeking to prohibit the Buyer or any of its Affiliates from effectively controlling in any material respect the Assets; and (evi) The Seller shall have made (the Permits, authorizations, designations, approvals, consents and waivers of all third parties, necessary or caused required, if any, to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on effect the sale of the AssetAssets and other transactions contemplated by this Agreement, that (i) other than such consents and waivers the closing date under absence of which, individually or in the Related Agreements shall aggregate, could not reasonably be expected to have a material adverse effect on the same as ability of either Party to consummate the Closing Date under this Agreement and (ii) transactions contemplated hereby or on the closing operation of the Related Agreements Assets shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met)obtained; provided, however, in the event that the Acquisition Threshold is not metno grant of any such Permit, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller authorization, designation, approval, consent or waiver shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if conditional on any additional commitment or obligation of the Buyer or Affiliate Buyers elects that would be reasonably likely to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives materially reduce the benefits to the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versatransactions contemplated hereunder.

Conditions to the Buyer’s Obligations. The Buyer's obligation of to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by of the Company and the Seller in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and on must be accurate in all respects as of such date, and (ii) the Company and the Seller must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated): (i) Certificates representing all of the Horizon Well Testing, L.L.C. Units, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) The minute books and Membership ownership records of the Company; (iii) The Consulting Agreement, executed by Mr. Xxxx Xxxxxx; (iv) The Security Agreement, executed by the Company; (v) A certificate of the secretary of the Company, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copy of (1) its articles or certificate of organization certified as though of a recent date by the Secretary of State of its state of organization and its operating agreement, (2) to the extent applicable, resolutions duly adopted by its manager and members authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of it from its state of organization and a certificate of existence or good standing as of a recent date of it from each state in which the failure to be duly qualified would constitute a Material Adverse Effect; (vi) a certificate of Seller' non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); (vii) Proof of ownership of all real property owned by the Company, consisting either of copies of titles to the property, title policies for the applicable property, or other instruments evidencing title to the real property acceptable to Buyer; and (viii) such other documents as the Buyer and Seller reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Seller' and the Company's representations and warranties were made on warranties, (B) evidencing Seller' and as of Closing Date subject to the Company's performance of, and compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by Seller and the Seller on Company, or before (C) evidencing the Closingsatisfaction of any condition referred to in this Section 6.1. (c) No order or injunction of there must not be any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in writing as connection with any of the Closing which restrains Transactions or prohibits (ii) may have the transfer effect of preventing, delaying, making illegal or interfering with any of the Asset or the consummation of any other transaction contemplated hereby.Transactions; (d) The Title Company the Board of Directors of the Buyer shall have issued approved the Transactions; (e) each of the Company and Seller shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the Company's employees, customers, agents and all other Persons reasonably related to the Buyer Business in a manner consistent with past practices or in the Title Policy Ordinary Course of Business; (f) the performance of the Transactions must not, directly or a “marked-up” title commitment committing indirectly, with or without notice or lapse of time, violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof; (g) all Indebtedness owed to issue the Company by Seller or any Related Person of the Seller must have been paid in full by such Title PolicyPerson; (h) effective the Working Capital of the Company at the Closing Date (defined as Cash and dated Accounts Receivable, as of the Closing Date. (e, Accounts Payable and Accrued Payroll, as of the Closing Date, and Inventory, as of the Closing Date) The shall be equal to or greater than $800,000 or the Seller shall have made pay to the Company (or caused to have been madededuct from the Cash Consideration) all of the deliveries required to be made by the Seller under SECTION 7.2.difference; (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under Company shall have a cash balance in its bank account of $200,000 at the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing time of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.Closing, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no other material adverse change to the Company's working capital, from what is reflected in the Company's unaudited balance sheet dated September 30, 2016; (j) Seller and/or the Company shall have paid off in full all of the Company's liabilities owing as of the Closing under this Agreement unless there is a closing under Date except that the Related Agreements Company may have Accounts Payable outstanding as of the Closing Date not to exceed $15,000; and (k) the Company or the Seller shall have filed the tax returns for the Company for the year ended December 31, 2015, and vice versashall have paid all taxes due prior to closing.

Conditions to the Buyer’s Obligations. The In addition to any other conditions expressly set forth in this Agreement, if any, the obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay the Purchase Price for each individual Asset is subject to the satisfaction (or waiver waiver, in writing, by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement applicable to or affecting the individual Asset shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementDate. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the ClosingClosing applicable to or affecting the individual Asset. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the individual Asset or the consummation of any other transaction contemplated herebyhereby affecting the individual Asset. (d) The Title Company to the applicable individual Property shall have issued be delivered to the Buyer in the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Datemanner required under this Agreement. (e) The Seller Buyer shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Seller with respect to or affecting the individual Asset under SECTION 7.2Section 6.2. (f) The Seller Buyer shall have delivered received evidence that the Management Franchisor has consented to the transfer of the franchise rights associated with the Franchise Agreement has been terminatedfor the individual Asset in accordance with Section 4.5(a), and each Franchisor shall have executed and delivered a New Franchise Agreement, and a comfort letter in Franchisor’s then current form (with such changes requested by Buyer’s lender only to the extent approved by Franchisor). (g) Except as otherwise set forth below, it The Management Agreement shall be a condition precedent have been terminated on or prior to the Closing, without cost or expense to Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements and Seller shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously have provided Buyer with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as reasonable evidence of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versatermination.

Conditions to the Buyer’s Obligations. The Buyer's obligation of to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by of the Seller Company and the Sellers in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and on must be accurate in all respects as of such date, and (ii) the Company and the Sellers must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated): (i) Certificates representing all of the American Precision Fabricators, Inc. shares, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) The minute books, the stock certificate books and the stock ledger of the Company; (iii) The Consulting Agreement executed by Mx. Xxxxxx Xxxxxxx; (iv) The Security Agreement, executed by the Company; (v) A certificate of the secretary of the Company, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copy of (1) its articles or certificate of incorporation certified as though of a recent date by the Secretary of State of its state of incorporation and its bylaws, (2) to the extent applicable, resolutions duly adopted by its board of directors and stockholders authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of it from its state of incorporation and a certificate of existence or good standing as of a recent date of it from each state in which the failure to be duly qualified would constitute a Material Adverse Effect; (vi) a certificate of Sellers' non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (vii) such other documents as the Buyer and Sellers reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Sellers' and the Company's representations and warranties were made on warranties, (B) evidencing Sellers' and as of Closing Date subject to the Company's performance of, and compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by Sellers and the Seller on Company, or before (C) evidencing the Closingsatisfaction of any condition referred to in this Section 6.1. (c) No order or injunction of there must not be any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in writing connection with any of the Transactions or (ii) may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions; (d) the Board of Directors of the Buyer shall have approved the Transactions; (e) each of the Company and Sellers shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the Company's employees, customers, agents and all other Persons reasonably related to the Business in a manner consistent with past practices or in the Ordinary Course of Business; (f) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof; (g) all Indebtedness owed to the Company by Sellers or any Related Person of the Sellers must have been paid in full by such Person; (h) the Working Capital of the Company at the Closing Date (defined as the Accounts Receivable as of the Closing which restrains or prohibits Date minus the transfer sum of the Asset or Accounts Payable plus the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated Inventory as of the Closing Date) shall be equal to or greater than the Working Capital as of December 31, 2017. (e) The Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under Company shall have a cash balance in its bank account of $50,000 at the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing time of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e.closing, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no other material adverse change to the Company's working capital, from what is reflected in the Company's unaudited balance sheet dated December 31, 2017; (j) Sellers and/or the Company shall have paid off in full the following liabilities owing as of the Closing under this Agreement unless there is a closing under Date; and (k) the Related Agreements and vice versaCompany or the Sellers shall have filed the tax returns for the Company for the year ended June 30 2017.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay for the Purchase Price Asset is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementDate. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company to the Property shall have issued be delivered to the Buyer in the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective and dated as of the Closing Datemanner required under Section 8.1. (e) The Seller Buyer shall have made (or caused to have been made) received all of the deliveries documents required to be made delivered by the Seller under SECTION 7.2Section 6.2 (including, without limitation, either a Tenant Estoppel from Victoria’s Secret or the VS Seller’s Estoppel), and all of the consents set forth on Schedule 3.1(c) shall have been obtained. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it Manager shall be a condition precedent willing to execute the Buyer’s obligation to close on Manager SNDA and the sale of the AssetManager Acknowledgement, that (i) the closing date under the Related Agreements provided, however, this condition precedent shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, deemed satisfied in the event that Manager is willing to execute a Buyer’s Manager SNDA and Manager Acknowledgement with respect to Buyer’s Financing in an amount equal to $195,000,000 (including any mortgage and mezzanine debt). Buyer shall only be permitted to terminate this Agreement for failure of this condition precedent if Buyer has complied with the provisions of Section 4.5 and has furnished Seller with reasonable evidence of such compliance. Buyer expressly acknowledges that the continued existence of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Management Agreement shall not be a condition precedent to the Buyer’s obligation obligations to close under this Agreement and if the Manager terminates the Management Agreement on or any other Related Agreement (so long as prior to the Acquisition Threshold is met); providedClosing, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall not have the right to terminate this Agreement (and all other Related Agreements) and if such termination occurs after the Closing, Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled no liability to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

Conditions to the Buyer’s Obligations. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement and pay hereunder on the Purchase Price is Closing Date are subject to the satisfaction (or waiver by the Buyer) as of waiver, at or prior to the Closing Date, of each of the following conditionsconditions precedent: (a) Each of the The representations and warranties of Seller contained in Section 3.1 must be true and correct in all material respects as of the Closing Date with the same effect as though made by the Seller in this Agreement at 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 material respects when made and on and as of that specified date), and the Buyer must have received a certificate executed by an authorized person of Seller on the Closing Date as though certifying on behalf of such representations Seller to the effect of the foregoing. (b) There must not have been issued and warranties were made on and as be in effect any Judgment of Closing Date subject to any changes permitted pursuant to Governmental Entity enjoining, preventing or restricting the consummation of the transactions contemplated by this Agreement. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order There must not have been instituted or injunction of be pending any court action or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated proceeding by any Governmental Authority of competent jurisdiction shall be in effect Entity or threatened in writing as of the Closing which restrains any other Person challenging or prohibits the transfer of the Asset seeking to make illegal, to delay materially or otherwise restrain or prohibit the consummation of any other transaction the transactions contemplated hereby. (d) The Title Company shall At the Closing the Seller must have issued delivered to the Buyer a duly executed bill of sale, assignment, and assumption agreement evidencing the Title Policy sale, transfer, assignment and conveyance of the Payment Rights, in substantially the form attached hereto as Exhibit A (the “Conveyance Agreement”). (e) At the Closing, the Seller must have delivered to the Buyer a duly executed consent from Xxxxxxx (or its Affiliate with rights to consent on its behalf) consenting to the sale of the Xxxxxxx Payment Rights pursuant to this Agreement (the “Xxxxxxx Consent”). (f) At the Closing the Seller must have received a “marked-up” title commitment committing fairness opinion from a financial advisor chosen at Seller’s sole discretion and in form and substance satisfactory to issue Seller in connection with this Agreement and the transactions contemplated hereby, stating, among other things, that the Purchase Price to be paid hereunder is fair, from a financial perspective, to the stockholders of the Seller. (g) At the Closing, the Seller shall have delivered to the Buyer a certificate of an authorized person of such Title Policy) effective and Seller, dated as of the Closing Date, (i) certifying as to the incumbency of the authorized person of such Seller executing this Agreement, (ii) containing copies of the resolutions or written consents of such Seller authorizing the execution, delivery, and performance of this Agreement and certifying that such resolutions are in full force and effect. (eh) The At the Closing, all Liens of Seller’s lenders relating to the Payment Rights, including the Venture Loan and Security Agreement, dated June 4, 2021, by and between Horizon Technology Finance Corporation, Powerscourt Investments XXV, LP, Seller shall have made (or caused to have been made) all of the deliveries required to be made by the Seller under SECTION 7.2. (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except formerly known as otherwise set forth belowCerecor Inc.), it and each subsidiary listed on Schedule 1 attached thereto, shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement released and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Lien with respect to the Payment Rights except those, if any, which will arise as a result of Buyer’s actions in the consummation of the Closing under this Agreement unless there is a closing under the Related Agreements and vice versathose in favor of Xxxxx.

Conditions to the Buyer’s Obligations. The obligation of the Buyer to consummate the transactions contemplated by this Agreement purchase and pay for the Purchase Price Asset is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of Closing Date subject to any changes permitted pursuant to this AgreementDate. (b) The Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Seller on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority governmental authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company No action, suit or other proceeding shall be pending which shall have issued been brought by any person or entity (other than the parties hereto and their affiliates) (i) to restrain, prohibit or change in any material respect the Buyer the Title Policy (or a “marked-up” title commitment committing to issue such Title Policy) effective purchase and dated as sale of the Closing DateAsset or the consummation of any other transaction contemplated hereby or (ii) seeking material damages with respect to such purchase and sale or any other transaction contemplated hereby. (e) The Seller Title to the Property shall have made (or caused be delivered to have been made) all of the deliveries Buyer in the manner required to be made by the Seller under SECTION 7.2Section 8.1. (f) The Seller shall have delivered evidence that shall, on or before the Management Agreement has been terminated. Closing Date, acquire from tenants under Space Leases of over 1000 square feet, which tenants occupy, in the aggregate, 80% of the square feet of the Property occupied by all tenants under Space Leases of over 1000 square feet, tenant estoppel certificates (ga) Except as otherwise set forth below, it shall be substantially in the form of Exhibit G attached hereto and made a condition precedent part hereof or (b) to the Buyer’s obligation extent that any such tenant is not required to close on execute an Estoppel Certificate in the sale Form of the AssetExhibit G, that then either (i) an estoppel certificate from Seller in the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and form of Exhibit G or (ii) an estoppel certificate from such tenant certifying only as to those matters which the closing tenant is required to certify to under the terms of the Related Agreements shall take place simultaneously with the Closing hereunder its Space Lease (i.e.collectively, the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded"Tenant Estoppel Certificates"). Notwithstanding the foregoing, in In the event that any of Tenant Estoppel Certificates are executed by Seller (a "Seller Estoppel"), Seller agrees to indemnify Buyer and hold Buyer harmless from any and all losses, liabilities, claims, costs and expenses, including reasonable attorneys' fees, incurred by Buyer after Closing as a direct result of, and only to the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is metextent same directly results from, a closing under such Defaulted Agreement shall not be a condition precedent false statement made by Seller in said Seller Estoppel. Seller agrees to the Buyer’s obligation use good faith efforts to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right acquire tenant Estoppel Certificates from Tenants occupying spaces of less than 1,000 square feet pursuant to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (g) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaTemporary Space Leases.

Conditions to the Buyer’s Obligations. The Buyer’s obligation of to perform the Buyer Transactions contemplated to consummate be performed on or before the transactions contemplated by this Agreement and pay the Purchase Price Closing Date is subject to the satisfaction (satisfaction, or written waiver by the Buyer) as , of the Closing each of the following conditions: (a) Each (i) all of the representations and warranties made by of the Seller Companies and the Sellers in this Agreement shall be true and correct must have been accurate in all material respects when as of the date hereof and must be accurate in all material respects as if made on the Closing Date, except in each case to the extent any such representation or warranty is made as of an earlier specific date, in which case such representation or warranty must have been and on must be accurate in all respects as of such date, and (ii) the Companies and the Sellers must have performed and complied with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) each of the following documents must have been delivered to the Buyer and dated as of the Closing Date (unless otherwise indicated): (i) Certificates representing all of the Paragon Fabricators, Inc. and Paragon Field Services, Inc., Inc., shares, free and clear of any Encumbrances, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; (ii) The minute books, the stock certificate books and the stock ledger of the Companies; (iii) The Consulting Agreement, executed by Xxxxx Xxxxxxxxxx; (iv) The Security Agreement, executed by the Companies; (v) A certificate of the secretary of the Companies, in form and substance reasonably satisfactory to the Buyer, certifying that with respect to it (A) attached thereto are a true, correct and complete copy of (1) its articles or certificate of incorporation certified as though of a recent date by the Secretary of State of its state of incorporation and its bylaws, (2) to the extent applicable, resolutions duly adopted by its board of directors and stockholders authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which it is a party and (3) a certificate of existence or good standing as of a recent date of it from its state of incorporation and a certificate of existence or good standing as of a recent date of it from each state in which the failure to be duly qualified would constitute a Material Adverse Effect; (vi) a certificate of Sellers’ non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (vii) such other documents as the Buyer and Sellers reasonably agree are necessary for the purpose of (A) evidencing the accuracy of Sellers’ and the Companies’ representations and warranties were made on warranties, (B) evidencing Sellers’ and as of Closing Date subject to the Companies’ performance of, and compliance with, any changes permitted pursuant to this Agreement. (b) The Seller shall have performed covenant or complied in all material respects with each obligation and covenant agreement required by this Agreement to be performed or complied with by Sellers and the Seller on Companies, or before (C) evidencing the Closingsatisfaction of any condition referred to in this Section 6.1. (c) No order or injunction of there must not be any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in writing connection with any of the Transactions or (ii) may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions; (d) the Board of Directors of the Buyer shall have approved the Transactions; (e) each of the Companies and Sellers shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the Companies’ employees, customers, agents and all other Persons reasonably related to the Business in a manner consistent with past practices or in the Ordinary Course of Business; (f) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law that has been adopted or issued, or has otherwise become effective, since the date hereof; (g) all Indebtedness owed to the Companies by Sellers or any Related Person of the Sellers must have been paid in full by such Person; (h) the Working Capital of the Companies at the Closing Date (defined as the Accounts Receivable as of the Closing Date minus the Accounts Payable (which restrains or prohibits for the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Title Company shall have issued to accounts payable the Buyer and the Title Policy (or a “marked-up” title commitment committing to issue such Title PolicySellers agree will not exceed $286,000) effective and dated as of the Closing Date. (e) The Seller shall have made be equal to or greater than the Working Capital as of July 31, 2015, or the Sellers shall pay to the Companies (or caused to have been madededuct from the Cash Consideration) all of the deliveries required to be made by the Seller under SECTION 7.2.difference; (f) The Seller shall have delivered evidence that the Management Agreement has been terminated. (g) Except as otherwise set forth below, it shall be a condition precedent to the Buyer’s obligation to close on the sale of the Asset, that (i) the closing date under Companies shall have a cash balance of $150,000 at the Related Agreements time of the closing, and there shall be no other material adverse change to the same as Companies’ working capital, from what is reflected in the Closing Date under this Agreement and Companies’ unaudited balance sheet dated July 31, 2015; (iij) the closing The aggregate amount of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all Accounts Receivable of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement, as applicable, and, the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement Companies shall not be a condition precedent to less than $1,000,000 as of the Buyer’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met)Closing Date; provided, however, in that to the event extent that the Acquisition Threshold aggregate amount of the Accounts Receivable as of the Closing Date is not metless than $1,000,000, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (waive such requirement, and all other Related Agreements) and may deduct from the Seller shall be deemed in breach hereof whereupon Buyer shall have the remedies Cash Consideration set forth in SECTION 11.2(c), except that Section 2.2(c) above the difference between the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any Accounts Receivable as of the Buyer or Affiliate Buyers elects Closing Date and $1,000,000, with each of the Sellers receiving a pro rata reduced portion of the Cash Consideration; (k) Sellers and/or the Companies shall have paid off in full the following liabilities owing as of the Closing Date: (i) any credit card balances owing; (ii) any sales taxes owing; (iii) all FICA obligations; (iv) all federal withholding taxes; (v) federal unemployment tax; (vi) Oklahoma Unemployment Tax; (vii) TWC – Texas Unemployment Tax; (viii) all local taxes relating to terminate this Agreement or any Related Agreement, as applicable, under any provision the operations of this Agreement or such Related Agreement that expressly gives and owed by the Buyer Companies: (or an Affiliate Buyer, as applicableix) the right Xxxxx Note Payable (#3510 Field); (x) MNB Loan (#3512 Fab Lift); (xi) Loan #3513 (Xxxxxxx Lift/F250); and (xii) all long-term liabilities relating to terminate (other than as the result equipment of the Seller’s default Companies; and (l) the Companies or the Sellers shall have filed the tax returns for which the preceding sentence in this clause (g) Companies for the year December 31, 2014, and shall control), then any such notice have paid all taxes due prior to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (g), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versaclosing.