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

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.

Conditions to the Buyer’s Obligations. The obligations of Company understands that the Buyer to pay Buyer's obligation under this Agreement is conditioned upon the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing satisfaction of the following additional conditions:conditions precedent on or before the Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a) The accuracy on the Sellers shall have performed their obligations Closing Date of the representations and warranties of the Company contained in Section 2.1(a) this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of this Agreementall covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer of a certificate, dated the Closing Date, of the Chief Executive Officer or the Chief Financial Officer of the Company confirming such matters and such other matters as the Buyer may reasonably request; (b) The closing under the Merger Stock Purchase Agreement shall have been executed and delivered, and shall be in full force and effectoccurred; (c) The receipt by the Interim Loan Buyer of a certificate, dated the Closing Date, of the Secretary of the Company certifying (1) the certificate of incorporation and by-laws of the Company as in effect on the Closing Date, (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement Amendment shall have been executed and delivered, the transactions contemplated hereby and shall be in full force and effect,(3) such other matters as reasonably requested by the Buyer; (d) the Debt Purchase Agreement The Company shall have been executed and delivered, and shall be delivered to the Buyer a General Release in full force and effect, and the transactions contemplated thereby shall have been consummated;form attached hereto as ANNEX III; and (e) Receipt by the Buyer shall have received (i) on the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 Closing Date of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from an opinion of counsel for the Loan Parties (together with officer’s certificates and other supporting documents Company, dated the Closing Date, in customary form, including secretary’s certificates in customary form), in form scope and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyereffect set forth in ANNEX IV attached hereto.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay consummate the Purchase Price transactions to be performed by it in connection with the Closing will be subject to the Sellerssatisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the time of the Closing: (a) Each representation and warranty set forth in Section 5 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to purchase a specific prior date; (b) Sellers will have performed and complied in all material respects with all of the Transferred Rights from the Sellers, to assume the Assumed Obligationscovenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to otherwise consummate be performed by the Sellers under this Agreement or any other agreements, documents and instruments to be entered into by the Sellers in connection with the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Closing; (c) There shall be no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of transactions contemplated by this Agreement; (bd) the Merger Agreement Sellers shall have been executed delivered the Nanotech Shares to the Buyer, free and deliveredclear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or otherwise) and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and deliveredencumbrances, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummatedexcepting only Assumed Liabilities; (e) the Buyer There shall have received been no material adverse change in the condition (i) the promissory notes (if anyfinancial or otherwise), each executed Related Assignment and Assumptionresults of operations, and the other deliveries contemplated by Section 2.6properties, and (ii) Notes executed by the Borrowers evidencing the Interim Loans soldassets, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 or Liabilities of the Interim Loan AgreementSellers; (f) Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) made all necessary filings with the SEC; (g) The pro forma consolidated financial statements of the Buyer shall have received opinions relating been completed in accordance with the Exchange Act, and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to this Agreement from counsel for the Loan Parties (together with officer’s certificates such financial statements completed and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyersubmitted; and (gh) Sellers shall have delivered to the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to items set forth in Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer4.02.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect,; (d) the Debt Purchase Agreement registration rights agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”) shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received (i) opinions relating to the Interim Loan Agreement (as amended by the Interim Loan Agreement Amendment), the other Loan Documents, this Agreement and the Registration Rights Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the BuyerBuyer and (ii) evidence satisfactory to the Buyer of its right to rely on the opinions delivered pursuant to Section 4.01(a)(iv) of the Interim Loan Agreement; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay consummate the Purchase Price transactions contemplated by this Agreement is subject to the Sellerssatisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Articles 3 and 4 hereof shall be true and correct in all material respects; (b) The Company, the Holder and the Seller shall have performed in all material respects all of the covenants and agreements required to purchase be performed by them under this Agreement at or prior to the Transferred Rights from Closing; (c) All consents that are set forth on Schedule 4.3 shall have been obtained; (d) All material governmental filings, consents, authorizations and approvals that are required for the Sellers, to assume the Assumed Obligations, and to otherwise consummate consummation of the transactions contemplated hereby shall have been made and obtained; (e) No action or proceeding before any court or government body shall be subject pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) The Company, the Holder or the Seller, as the case may be, shall have delivered to the fulfillment Buyer each of the following: (i) an Officer’s Certificate of the Company in the form set forth in Exhibit F attached hereto, dated the Closing Date, stating that the preconditions specified in subsections (a) through (e) hereof, inclusive, as they relate to the Company, the Holder and the Seller have been satisfied; (ii) copies of the third party and governmental consents required by subsections (c) and (d) above; (iii) the share certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock transfer powers; (iv) all minute books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of the Company; (v) resignations effective as of the Closing Date from each of the members of the Company’s Board of Directors and officers of the Company (but for the avoidance of doubt not including a resignation by Xxxxxx X. Xxxxxxx in his capacity as an employee of the Company); (vi) a copy of the Company’s certificate and articles of amalgamation and bylaws (the “Organizational Documents”); (vii) a Certificate of Status with respect to the Company from Ontario’s Ministry of Consumer and Business Services; (viii) resolutions of the Company, the Holder and the Seller authorizing the Company’s entering into this Agreement and the transactions contemplated hereby; and (ix) an opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Seller, dated as of the Closing Date, in substantially the form attached hereto as Exhibit G, an opinion of XxXxxxxx Binch Xxxxxxxxxx LLP, special counsel to the Company, dated as of the Closing Date, in substantially the form attached hereto as Exhibit H, and an opinion of Xxxxx & Overy, counsel to the Holder, dated as of the Closing Date, in substantially the form attached hereto as Exhibit I; (g) The transactions contemplated hereby shall have been approved by the Buyer’s, VeriChip’s and ADSX’s Boards of Directors; and (h) The Company shall have Total Operating Assets as of the open of business on the Closing Date of no less than $4,476,000. The Buyer may waive any condition specified in this Section 2.1 if it executes a writing so stating at or prior to the Closing; provided that if the Closing of the following additional conditions: (a) the Sellers is consummated, all such conditions shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall be deemed to have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyersatisfied.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to pay be performed on or before the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be Closing Date is subject to satisfaction, or written waiver by the fulfillment at or prior to the Closing Buyer, of each of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) all of the promissory notes (representations and warranties of each Seller in Article III must have been accurate in all material respects as of the date hereof and must be accurate in all material respects as if any)made on the Closing Date, each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by 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 Borrowers evidencing the Interim Loans sold, transferred, assigned, granted Closing and conveyed (iii) each Seller must deliver to the Buyer hereunder, delivered in accordance with Section 2.11 of at the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form)Closing a certificate, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction, with respect to such Seller, of the conditions in clauses (i) and (ii) above; andprovided, however, that such certificate, for purposes of the obligations under Article X, will certify that all of the representations and warranties of such Seller in Article III are accurate in all respects as if made on the Closing Date; (gb) (i) all of the representations and warranties of the Target and the Sellers in this Agreement (other than Article III) must have been accurate in all material respects 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 contains a materiality qualification, in which case such representation or warranty must have been and must be accurate in all respects, (ii) the Buyer shall Target must have received written confirmation from the Administrative Agent (concurrently performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing hereunderand (iii) the Sellers 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) above and in Sections 7.1(e) and 7.1(i); provided, however, that such certificate, for purposes of the Administrative Agent has accepted obligations under Article X, will certify that all of the representations and recorded warranties of the Target in this Agreement (other than Article III) are accurate in all respects as if made on the Closing Date; (c) each Related Assignment of the following documents must have been delivered to the Buyer and Assumption delivered pursuant dated as of the Closing Date (unless otherwise indicated): (i) An assignment of Unit Membership Interests executed by each Seller and dated as of the Closing Date evidencing the sale of Units being sold by each Seller to Section 2.6Buyer in form and substance reasonably satisfactory to the Buyer, with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to the Buyer; (ii) the minute books and capital ledger of each Company; (iii) the Non-Compete Agreements, executed by each Seller and Xxxxxxx Xxxxxxxxx; (iv) the Employment Agreement, executed by Xxxxxx; (v) signed resignations of each officer and, if applicable, each director of each Company, in form and substance reasonably satisfactory to the Buyer, together with a copy an amended Operating Agreement in form satisfactory to Buyer; (vi) executed releases from each Seller and Xxxxxxx Xxxxxxxxx and each officer (and, if applicable, director) of each Company, in form and substance reasonably satisfactory to the Buyer; (vii) upon request of Buyer, payoff letters with respect to the Funded Debt, dated as of the Register reflecting Closing Date or within a reasonable time prior to the recordation Closing Date, and all documentation necessary or desirable to obtain releases of such Related Assignment and Assumptionsall Encumbrances related to the Funded Debt, certified by the Administrative Agent as a true, complete and correct copy of the Registerincluding appropriate UCC termination statements, in each case in form and substance reasonably satisfactory to the Buyer; (viii) a certificate of the secretary of each Company, 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 such Company certified as of a recent date by the Secretary of State of such Company’s state of incorporation and the bylaws of such Company, (2) to the extent applicable, resolutions duly adopted by the members and board of directors and stockholders of such Company 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 such Company from such Company’s state of incorporation and a certificate of existence or good standing as of a recent date of such Company 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 such Company’s existence or good standing in any such jurisdiction; (ix) all consents to the Transactions shall be obtained by the Sellers in form and substance reasonably satisfactory to the Buyer; (x) a certification of each Seller’s non-foreign status as set forth in Treasury Regulation § 1445-2(b); (xi) the documents required by Section 2.2; and (xii) such other documents as the Buyer may reasonably request for the purpose of (A) evidencing the accuracy of the Sellers’ and the Target’s representations and warranties, (B) evidencing the Sellers’ and the Target’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by the Sellers and the Target, (C) evidencing the satisfaction of any condition referred to in this Section 7.1 or (D) otherwise facilitating the performance of the Transactions. (d) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise been terminated and each other Consent listed in Schedule 4.4 must have been obtained, delivered to the Buyer, be in full force and effect and be in the form approved by the Buyer pursuant to Section 6.2; (e) since the date hereof, there must not have been an event that has caused a Material Adverse Effect or could reasonably be expected to result in a Material Adverse Effect; (f) there must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in connection with any of the Transactions or (ii) may have the effect of preventing, delaying, making illegal or interfering with any of the Transactions; (g) the performance of the Transactions must not, directly or indirectly, with or without notice or lapse of time, violate any Law; and (h) the Buyer must have received the cash proceeds of the financing transactions necessary to perform the Transactions to be performed on the Closing Date and to fund the working capital requirements of the Companies after the Closing, on terms and conditions satisfactory to the Buyer; and (i) all Indebtedness owed to any Company by any Seller or any Related Person of any Seller must have been paid in full by such Person.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, under this Agreement to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be Property are subject to the fulfillment fulfillment, prior to or at the Closing or prior to or at the respective dates specified below, as the case may be, of the following conditions: (a) On or before July 12, 1998, the Buyer shall, at the Buyer's sole cost and expense, have procured and approved in writing all environmental assessments, soils tests, and engineering reports concerning the environmental condition, soil conditions, and economic feasibility of the proposed use of the Property which may be deemed necessary or appropriate by the Buyer. Unless the Buyer notifies the Sellers in writing on or before July 12, 1998 that any of the foregoing have not been procured or approved, the Buyer shall be deemed to have procured and approved all of the foregoing and to have waived this condition 2.1(a). (b) On or before July 12, 1998, the Buyer shall have obtained and reviewed a survey of the Property ("Survey"), including the approval of each and every condition, encroachment, boundary overlap or shortage, or other matter revealed by such Survey. Unless the Buyer notifies the Sellers in writing on or before July 12, 1998 that the survey and any matter set forth thereon has not been obtained, reviewed, and approved by the Buyer, the Buyer shall be deemed to have obtained, reviewed, and approved the Survey and each encroachment, restriction, boundary overlap or shortage, and other matters set forth on the Survey and to have waived this condition 2.1(b). (c) The Sellers shall have performed and complied in all material respects with its obligations, covenants, and agreements contained in this agreement on its part to be performed and complied with at the appropriate times for such performance and compliance. In the event that each of such conditions shall not have been satisfied at or prior to the Closing of or the following additional conditions: (a) respective date specified, as the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) case may be or waived by the Merger Agreement shall have been executed and deliveredBuyer, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) then the Buyer shall have received (i) the promissory notes (if any)right, at the Buyer's option, at any time prior to July 31, 1998, to terminate this Agreement by giving written notice of such termination to the Sellers, in which event this Agreement shall automatically terminate and the Sellers and the Buyer each executed Related Assignment shall be released automatically from all further obligations and Assumptionliabilities hereunder, except as set forth in Sections 6.2, 6.8, and 6.10 hereof. In the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to event the Buyer hereunderdoes not exercise its option to terminate this Agreement pursuant to this Section 2.1 on or before July 31, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) 1998, the Buyer shall automatically and irrevocably be deemed to have received opinions relating waived its objection asserted in any notice given pursuant to this Agreement from counsel for Section 2.1 and to have waived the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory corresponding condition to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant 's obligation to Section 2.6, together with a copy close on its purchase of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent Property as a true, complete and correct copy of the Register, set forth in each case in form and substance reasonably satisfactory to the Buyerthis Agreement.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement are subject to the fulfillment satisfaction (or the Buyer's waiver) of the following conditions as of the Closing Date: (a) the representations and warranties of the Company and the Sellers contained in Article 3 and Article 4 hereof shall have been true and correct as of the date of this Agreement and as of the Closing Date, except (i) to the extent that the failure of such representations and warranties to be true and correct has not caused a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) 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 as of such particular date, except to 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); 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; (b) The Company and the Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing of and the following additional conditions: (a) Company, Holdings and the Sellers shall have performed their obligations contained in Section 2.1(a) all material respects all of this Agreement; (b) the Merger covenants and agreements required to be performed by them under the Distribution and Repurchase Agreement shall have been executed and delivered, and shall be in full force and effectat or prior to the Closing; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) All consents that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.are set forth on Schedule 9.1

Conditions to the Buyer’s Obligations. The obligations obligation of the each Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be at an Article IV Closing is subject to the fulfillment of each of the following conditions on or prior to the date of such Article IV Closing: (a) The representations and warranties of the Company set forth in: (i) Sections 6.1, 6.2(a), 6.3 and 6.4 shall be true and correct in all material respects at and as of the date hereof and at and as of the date of such Article IV Closing as if such representations and warranties were made at and as of such date except (x) with respect to representations and warranties that relate solely to a date prior to such date, and were true and correct in all material respects on such prior date, and (y) to the extent contemplated or permitted by this Agreement, the Other Agreements, the Articles as amended by the Amendment or the Joint Venture Documents; and (ii) the first two sentences of Section 6.5(a) (as to SEC Documents filed prior to the Initial Issuance Date) and Section 6.6 (but in the case of Section 6.6 only as to changes prior to the Initial Issuance Date, but after the later of (x) the end of the quarter covered by the last Quarterly Report on Form 10-Q of the Company filed prior to the Initial Issuance Date, and (y) the end of the year covered by the last Annual Report on Form 10-K of the Company filed prior to the Initial Issuance Date) shall be true and correct in all material respects at and as of the date hereof, except to the extent such failure to be true and correct does not relate to, and is not reasonably likely to relate to, a material adverse change in the business, operations, results of operations, financial condition, assets or liabilities of the Company compared to the last to be filed prior to the Initial Issuance Date of the Annual Report on Form 10-K of the Company or the Quarterly Report on Form 10-Q of the Company; provided that if this condition fails to be satisfied, and such failure is capable of being cured without adversely affecting in any material respect the Buyers or their rights hereunder (other than as to the timing of such Article IV Closing) or under the Other Agreements, the Articles as amended by the Amendment or the Bylaws as amended by the Bylaws Amendment, or there is a dispute as to whether such condition has been satisfied, the date of the Article IV Closing in question may be delayed by the Company (i) for a period of not more than 180 days from the date such Article IV Closing would have occurred but for the failure of such condition to be satisfied, if during such time the Company is attempting in a diligent manner to cause such condition to be satisfied, or (ii) in the case of such a dispute until the later to occur of (x) 90 days following the rendering of an order of a court of competent jurisdiction to the effect that such condition involved in such dispute was not satisfied, if during such 90-day period the Company is attempting in a diligent manner to cause such condition to be satisfied, and (y) 90 days following the rendering of a final and non-appealable judgment of a court of competent jurisdiction following an appeal or related action with respect to such order (if such judgment is to the effect that such condition involved in such dispute was satisfied at or prior to the Closing end of the following additional conditions: 90-day period provided in the immediately preceding clause (ax)), if the Company shall be prosecuting such appeal in a diligent manner, provided, further, that the purchase price for shares sold at such Article IV Closing shall be that which would have obtained but for the delay pursuant to the proviso to this Section 4.2(a). (b) the Sellers The Company shall have performed their and complied in all material respects with its obligations contained in under Section 2.1(a) 8.8 of this Agreement; ; Article FIFTH of the Articles as amended by the Amendment (b) to the Merger Agreement shall have been executed extent such Article relates to the rights of the holders of Class A Stock); the Class A Provisions; and deliveredArticles III, IV, V and VI, and shall be in full force Sections 7.1, 7.4, 7.8, 7.10 and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 7.11 of the Interim Loan Stockholders' Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.36

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement are subject to the fulfillment satisfaction (or the Buyer’s written waiver at or prior to the Closing its option) of the following additional conditionsconditions as of the Closing Date: (a) the Sellers representations and warranties of the Company and the Stockholders contained in Article 3 and Article 4 hereof will be true and correct at and as of the time of the Closing (without taking into account any disclosure to the Buyer 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, except (i) to the extent that the failure of such representations and warranties to be true and correct does not constitute, individually or in the aggregate, a Material Adverse Effect or (ii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have performed their obligations contained in Section 2.1(abeen true and correct as of such particular date, subject to clause (i) of this AgreementSection 9.01(a)), 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; (b) the Merger Agreement Company, the Stockholders and the Stockholders’ Representative shall have been executed performed in all material respects all of the covenants and delivered, and shall agreements required to be in full force and effectperformed by them under this Agreement at or prior to the Closing; (c) the Interim Loan Agreement Amendment all consents which are set forth on Schedule 9.01(c) attached hereto shall have been executed and delivered, and shall be in full force and effect,obtained; (d) (A) the Debt Purchase Agreement applicable waiting periods, if any, under the Antitrust Laws shall have expired or been terminated, and (B) all other 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(d) attached hereto shall have been executed made and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummatedobtained; (e) the Buyer no Law, judgment, decree, or order shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumptionbe in effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would prevent the other deliveries performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed this Agreement or cause such transactions to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement;be rescinded; and (f) the Buyer Company shall have received opinions relating delivered to this Agreement from counsel for the Loan Parties (together with officer’s certificates Buyer a certificate, dated the Closing Date, stating that the preconditions specified in Sections 9.01(a) and other supporting documents in customary form, including secretary’s certificates in customary form9.01(b), in form and substance reasonably satisfactory as they relate to the Buyer; and (g) Company and the Buyer shall Subsidiaries, have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyerbeen satisfied.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay consummate the Purchase Price transactions contemplated by this Agreement is subject to the Sellerssatisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Articles 3 and 4 hereof shall be true and correct in all material respects; (b) The Company, the Holder and the Seller shall have performed in all material respects all of the covenants and agreements required to purchase be performed by them under this Agreement at or prior to the Transferred Rights from Closing; (c) All consents that are set forth on Schedule 4.3 shall have been obtained; (d) All material governmental filings, consents, authorizations and approvals that are required for the Sellers, to assume the Assumed Obligations, and to otherwise consummate consummation of the transactions contemplated hereby shall have been made and obtained; (e) No action or proceeding before any court or government body shall be subject pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) The Company, the Holder or the Seller, as the case may be, shall have delivered to the fulfillment Buyer each of the following: (i) an Officer’s Certificate of the Company in the form set forth in Exhibit F attached hereto, dated the Closing Date, stating that the preconditions specified in subsections (a) through (e) hereof, inclusive, as they relate to the Company, the Holder and the Seller have been satisfied; (ii) copies of the third party and governmental consents required by subsections (c) and (d) above; (iii) the share certificates representing the Shares, duly endorsed for transfer or accompanied by duly executed stock transfer powers; (iv) all minute books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of the Company; (v) resignations effective as of the Closing Date from each of the members of the Company’s Board of Directors and officers of the Company (but for the avoidance of doubt not including a resignation by Dxxxxx X. Xxxxxxx in his capacity as an employee of the Company); (vi) a copy of the Company’s certificate and articles of amalgamation and bylaws (the “Organizational Documents”); (vii) a Certificate of Status with respect to the Company from Ontario’s Ministry of Consumer and Business Services; (viii) resolutions of the Company, the Holder and the Seller authorizing the Company’s entering into this Agreement and the transactions contemplated hereby; and (ix) an opinion of Kxxxxxxx & Exxxx LLP, counsel to the Seller, dated as of the Closing Date, in substantially the form attached hereto as Exhibit G, an opinion of MxXxxxxx Binch Mxxxxxxxxx LLP, special counsel to the Company, dated as of the Closing Date, in substantially the form attached hereto as Exhibit H, and an opinion of Axxxx & Overy, counsel to the Holder, dated as of the Closing Date, in substantially the form attached hereto as Exhibit I; (g) The transactions contemplated hereby shall have been approved by the Buyer’s, VeriChip’s and ADSX’s Boards of Directors; and (h) The Company shall have Total Operating Assets as of the open of business on the Closing Date of no less than $4,476,000. The Buyer may waive any condition specified in this Section 2.1 if it executes a writing so stating at or prior to the Closing; provided that if the Closing of the following additional conditions: (a) the Sellers is consummated, all such conditions shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall be deemed to have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyersatisfied.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be Shares is subject to the fulfillment at or prior to the Closing satisfaction of the following additional conditionsconditions at or before the Closing: (a) the Sellers 5.1.1 The Company shall have performed their and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 5.1.2 The representations and warranties of the Company contained in Section 2.1(a) 2 shall be true and correct on and as of this Agreement;the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. (b) 5.1.3 Prior to the Merger Agreement Closing, the Company shall have been executed completed the sale of all of its remaining portfolio securities and delivered, and shall be in full force and effect;the final distribution of its distributable assets to the shareholders. (c) 5.1.4 The shareholders of the Interim Loan Agreement Amendment Company shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received approved (i) the promissory notes abandonment of the Plan of Liquidation and the termination of the Liquidating Agent Agreement, (if anyii) the revocation of the Company’s dissolution proceedings, and (iii) the sale of Shares to the Buyer under this Agreement. 5.1.5 Robins, Kaplan, Mxxxxx & Cxxxxx LLP, legal counsel to the Company, shall have delivered an opinion to the Buyer with respect to the following matters (which opinion may contain customary exclusions and limitations that are reasonably acceptable to counsel for the Purchasers): 5.1.5.1 The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota. The Company has all corporate power and authority necessary to own its properties and to conduct its business as, to the knowledge of such counsel, it is presently conducted. 5.1.5.2 The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement. The Agreement has been duly authorized by all necessary corporate action on the part of the Company. 5.1.5.3 The Agreement, when executed and delivered by the Company, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms. 5.1.5.4 The authorized capital stock of the Company consists of 5,000,000 shares of undesignated stock, none of which, as of the Closing, are issued and outstanding; and 15,000,000 shares of Common Stock, of which, as of the Closing, 5,713,455 shares are issued and outstanding. To the knowledge of such counsel, except as described in the Agreement (including the schedules and exhibits thereto), there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or issuance from the Company of any shares of the capital stock of the Company. 5.1.5.5 The Shares, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer under applicable state and federal securities laws. 5.1.5.6 The execution and delivery of the Agreement by the Company will not result in (i) a violation of the Company Charter or Company Bylaws (in each executed Related Assignment and Assumptioncase, as amended or restated) or (ii) to the knowledge of such counsel, a violation or default under any agreement known to such counsel to which the Company is a party or by which any of its properties or assets are bound. 5.1.5.7 To the knowledge of such counsel, there is no other action, suit, proceeding or investigation pending against the Company before any court or administrative agency, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have Company has not received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received any written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyerthreat thereof.

Conditions to the Buyer’s Obligations. The Company understands that each Buyer's obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, Initial Shares and to otherwise consummate acquire the transactions contemplated hereby shall be subject to the fulfillment at or prior to Warrants on the Closing of the following additional conditionsDate pursuant to this Agreement is conditioned upon: (a) Delivery by the Sellers shall have performed their obligations contained Company to the Buyers of the certificates for the Initial Shares and the Warrants in Section 2.1(a) of accordance with this Agreement; (b) The accuracy on the Merger Closing Date of the representations and warranties of the Company contained in this Agreement shall have been executed as if made on the Closing Date and deliveredthe performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyers of a certificate, dated the Closing Date, of the Chief Executive Officer or the Chief Financial Officer of the Company confirming such matters and shall be in full force and effectsuch other matters as the Buyers may reasonably request; (c) Receipt by the Interim Loan Buyers of a certificate, dated the Closing Date, of the Secretary of the Company certifying (i) the Articles of Incorporation and By-Laws of the Company as in effect on the Closing Date, (ii) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement Amendment shall have been executed and deliveredthe transactions contemplated hereby, and shall be in full force and effect,(iii) such other matters as reasonably requested by the Buyers; and (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed Receipt by the Borrowers evidencing Buyers on the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 Closing Date of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from an opinion of counsel for the Loan Parties (together with officer’s certificates and other supporting documents Company, dated the Closing Date, in customary form, including secretary’s certificates in customary form), in form scope and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6Buyers, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyereffect set forth in Annex III.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay buy the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be Securities under this Agreement is subject to the fulfillment at or prior to the Closing satisfaction of each of the following additional conditionsconditions on or before the date hereof: (a) the Sellers The Company shall have performed their obligations contained in Section 2.1(a) executed each of this Agreement;the Transaction Documents and delivered the same to the Buyer; and (b) the Merger Agreement The Board of Directors or a duly authorized committee thereof shall have been executed adopted resolutions substantially in the form attached hereto as Exhibit A, or referred to therein, which shall be in full force and deliveredeffect without any amendment or supplement thereto as of the date hereof. (c) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the transactions contemplated by the Transaction Documents, all of which shall be in full force and effect; (c) ; it being expressly understood and agreed that Admission of the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect,Ordinary Shares being purchased by Buyer hereunder will take place promptly following the execution of this Agreement. (d) the Debt Purchase Agreement No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been executed and deliveredissued, and no action or proceeding shall be in full force and effecthave been instituted by any governmental authority, and enjoining or preventing the consummation of the transactions contemplated thereby shall have been consummated;hereby or in the other Transaction Documents. (e) the Buyer No stop order or suspension of trading shall have received (i) been imposed by Nasdaq, the promissory notes (if any), each executed Related Assignment and Assumption, and SEC or any other governmental or regulatory body with respect to public trading in the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the BuyerOrdinary Shares or ADSs.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Transactions contemplated to be performed on or before the Closing Date is subject to satisfaction, or written waiver by the Buyer to pay the Purchase Price to the Sellersor by Closing, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of each of the following additional conditions: (a) (i) all of the Sellers shall have performed their obligations contained in Section 2.1(a) representations and warranties of this Agreement; (b) the Merger Agreement shall have been executed Companies, individually and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effectcollectively, and the transactions contemplated thereby shall Seller in this Agreement must have been consummated; (e) accurate in all material respects as of the Buyer shall 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 received (i) the promissory notes (if any), each executed Related Assignment been and Assumption, and the other deliveries contemplated by Section 2.6must be accurate in all material respects as of such date, and (ii) Notes executed by the Borrowers evidencing Companies and the Interim Loans sold, transferred, assigned, granted Seller must have performed and conveyed 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 hereunder, delivered in accordance with Section 2.11 and dated as of the Interim Loan Agreement;Closing Date (unless otherwise indicated): (fi) Certificates representing all of the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates Shares, free and other supporting documents in customary formclear of any Encumbrances, including secretary’s certificates in customary form)accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; and, and limited warranty deed, non-foreign affidavit, vendor’s affidavit, and sales disclosure form, from LWE; (gii) The minute books, the Buyer shall have received written confirmation from stock certificate books and the Administrative Agent stock ledger of each Company, as applicable; (concurrently with the Closing hereunderiii) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6The Security Agreement, together with a copy executed by DSM; (iv) A certificate of the Register reflecting the recordation secretary of such Related Assignment each Company, and AssumptionsLWE, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case 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 or organization, as applicable, certified as of a recent date by the Secretary of State of its state of incorporation or organization and its bylaws or operating agreement, as applicable, (2) to the extent applicable, resolutions duly adopted by its board of directors, stockholders, managers, and/or members authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which each is a party, and (3) certificates of existence as of a recent date of it from its state of incorporation or 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; (v) a certificate of Seller’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (vi) 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 Companies’ representations and warranties, (B) evidencing Seller’s and the Companies’ performance of, and compliance with, any covenant or agreement required to be performed or complied with by Seller and the Companies, or (C) evidencing the satisfaction of any condition referred to in this Section 6.1. (c) there must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in 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 Company and Seller shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the DSM’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) [deleted]; (h) the Working Capital of the Companies at the Closing Date as shown in Exhibit D the True Up Cash Settlement shall be as shown in Exhibit D the True Up Cash Settlement, and distribution of cash prior to Closing shall not be a violation of any provision of this Agreement so long as the requirements of this subparagraph and 6.1 (i) are complied with; (i) To the extent not paid off by the Buyer under paragraph 2.2(b), Seller and/or DSM shall pay off in full each Long-Term Liability and any short term Liability associated with a Long-Term Liability and to the extent the Trade Payables as of the Closing Date do not include such short term Liabilities.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to pay be performed on or before the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be Closing Date is subject to satisfaction, or written waiver by the fulfillment at or prior to the Closing Buyer, of each of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) all of the promissory notes (if any), each executed Related Assignment representations and Assumption, warranties of the Company and the other deliveries contemplated by Section 2.6Sellers in this Agreement must have been accurate in all material respects 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 must be accurate in all respects as of such date, and (ii) Notes executed by the Borrowers evidencing Company and the Interim Loans sold, transferred, assigned, granted Sellers must have performed and conveyed 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 hereunder, delivered in accordance with Section 2.11 and dated as of the Interim Loan Agreement;Closing Date (unless otherwise indicated): (fi) Certificates or other documentation representing all of the Buyer shall have received opinions relating to this Agreement from counsel for Membership Interests of the Loan Parties (together with officer’s certificates Company, free and other supporting documents in customary formclear of any Encumbrances, including secretary’s certificates in customary form)accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; and; (gii) The minute books, the Buyer shall have received written confirmation from stock certificate books and the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy stock ledger of the Register reflecting the recordation of such Related Assignment and AssumptionsCompany; (iii) The Consulting Agreement, certified executed by the Administrative Agent as a trueKxxx Xxxxxx; (iv) The Consulting Agreement, complete and correct copy executed by Bxxxxxx Xxxxx; (v) A certificate of the Registersecretary of the Company, in each case 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 of organization certified as of a recent date by the Secretary of State of its state of incorporation and its Operating Agreement, (2) to the extent applicable, resolutions duly adopted by its board of managers 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 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) Legal opinion of Sellers’ Counsel in substantially the form set forth in Appendix A; (vii) a certificate of each 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 Sellers reasonably agree are necessary for the purpose of (A) evidencing the accuracy of each Seller’s and the Company’s representations and warranties, (B) evidencing each Seller’s and the Company’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by each Seller and the Company, or (C) evidencing the satisfaction of any condition referred to in this Section 6.1. (c) there must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in 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 each of the 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; and (h) the Company shall have a cash balance of $300,000 at the time of the closing, and 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, 2014.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement is subject to the fulfillment satisfaction or waiver of the following conditions at or prior to the Closing of the following additional conditionsClosing: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes representations and warranties contained in Sections 3.02, 3.03, 3.05, 4.04, 4.05 and clause (i) of Section 4.07 shall be true and correct in all respects 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, (ii) the representations and warranties contained in Sections 3.01, 3.06, 4.01 and 4.13 shall be true and correct in all respects 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 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 as of such date); provided, however, that if anythe representations and warranties contained in Sections 3.01,3.06, 4.01 and 4.13 are not true and correct in all respects as of the Closing Date as a result of a breach that could not reasonably be expected to result in Losses to the Buyer or the Company of more than $3,000,000, the Seller may cure such breach by using its good faith efforts to cure such breach to the satisfaction of the Buyer prior to Closing, which may include by depositing into escrow on terms satisfactory to the Buyer an amount in cash for the benefit of the Buyer reasonably required by Buyer to recover any Losses arising from such breach (including fees and costs associated with pursuing such actions as the Buyer reasonably deems necessary to cure such breach); provided, each executed Related Assignment and Assumptionfurther, and however, that any costs or expenses required to cure such breach that are not fully paid in cash prior to the other deliveries contemplated by Section 2.6Closing or fully reflected in the Final Net Working Capital shall reduce the purchase price on a dollar-for-dollar basis, and (iiiii) Notes executed by each of the Borrowers evidencing other representations and warranties set forth in Articles III and IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or any derivative thereof or “Company Material Adverse Effect” set forth therein) as of the Interim Loans sold, transferred, assigned, granted Closing Date as though then made and conveyed as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties except to the Buyer hereunderextent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such date), delivered except, in accordance with Section 2.11 the case of clause (iii), where the failure or failures of such representations or warranties of the Interim Loan Agreement; (f) Seller and the Buyer shall have received opinions relating Company set forth in Articles III and IV hereof to this Agreement from counsel for be so true and correct, individually or in the Loan Parties (together with officer’s certificates aggregate, has not had, and other supporting documents in customary formwould not reasonably be expected to have, including secretary’s certificates in customary form)a Company Material Adverse Effect, and, in form the case of clauses (i) through (iii) after giving effect to the applicable disclosures set forth in the Seller Disclosure Schedules and substance reasonably satisfactory the Company Disclosure Schedules delivered to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.;

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, Company understands that Buyer's obligation to purchase the Transferred Rights from New Preferred Shares and the Sellers, New Warrant pursuant to assume this Letter Agreement and the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditionsDocuments is conditioned upon: (a) Delivery by the Sellers shall have performed their obligations contained in Section 2.1(aCompany to the Escrow Agent on the Second Funding Date of one or more certificates (I/N/O Buyer) of evidencing the New Preferred Shares and the New Warrant to be purchased by Buyer pursuant to this AgreementLetter Agreement on the Second Funding Date; (b) The accuracy in all respects on the Merger Second Funding Date of the representations and warranties of the Company contained in the Securities Purchase Agreement shall have been executed as if made on the Second Funding Date (except for representations and deliveredwarranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in full force all respects on or before the Second Funding Date of all covenants and effectagreements of the Company required to be performed, by it pursuant to this Agreement on or before the Second Funding Date; (c) Buyer having received an opinion of counsel for the Interim Loan Agreement Amendment shall have been executed Company, dated as of the Second Funding Date, in form, scope and delivered, and shall be in full force and effect,substance satisfactory to the Buyer; (d) There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Debt Purchase Agreement shall have been executed and deliveredCommon Stock on NASD/BBS, and shall be (ii) the declaration of a banking moratorium or any suspension of payments in full force and effectrespect of banks in the United States, and (iii) the transactions contemplated thereby shall have been consummatedcommencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; (e) the Buyer There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; (f) The Company shall have received delivered to Buyer (ias provided in the Escrow Instructions) reimbursement of Buyer's out-of-pocket costs and expenses incurred in connection with the promissory notes (if any), each executed Related Assignment and Assumption, transactions contemplated by this Agreement and the other deliveries contemplated by Section 2.6, Securities Purchase Agreement (including the fees and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 disbursements of the Interim Loan AgreementBuyer's legal counsel); (fg) There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Buyer shall have received opinions relating to transactions contemplated by this Letter Agreement from counsel for or the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the BuyerSecurities Purchase Agreement; and (gh) Solely with respect to the closing date occurring on the Second Funding Date, the Company shall have satisfied or performed all of the Second Funding Requirements and all other conditions set forth in Section I.B. of the Securities Purchase Agreement, or Buyer shall have received written confirmation from waived the Administrative Agent (concurrently Company's compliance with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyerrequirements.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement are subject to the fulfillment satisfaction (or the Buyer’s written waiver at or prior to the Closing its option) of the following additional conditionsconditions as of the Closing Date: (a) the Sellers representations and warranties of the Stockholders contained in Article 3 will be true and correct at and as of the time of the Closing (without taking into account any supplements or amendments delivered in accordance with Section 5.03) as if made on the Closing Date 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 to be true and correct does not constitute, individually or in the aggregate, a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have performed their obligations contained in Section 2.1(abeen true and correct as of such particular date, subject to clause (i) of this AgreementSection 7.01(a)), 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; (b) the Merger Agreement Company and the Stockholders shall have been executed performed in all material respects all of the covenants and delivered, and shall agreements required to be in full force and effectperformed by them under this Agreement at or prior to the Closing; (c) the Interim Loan Agreement Amendment all consents which are set forth on Schedule 7.01(c) attached hereto shall have Have been executed and delivered, and shall be in full force and effect,obtained; (d) all material governmental filings, consents, authorizations and approvals that are required for the Debt Purchase Agreement consummation of the transactions contemplated hereby and set forth on Schedule 9.01(d) attached hereto shall have been executed made and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummatedobtained; (e) the Buyer no Law, judgment, decree, or order shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumptionbe in effect that would, and no action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would, prevent the other deliveries performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed this Agreement or cause such transactions to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreementbe rescinded; (f) the Buyer Stockholders shall have received opinions relating delivered to this Agreement from counsel for the Loan Parties (together with officer’s certificates Buyer a certificate, dated the Closing Date, stating that the preconditions specified in Section 7.01(a) and other supporting documents in customary form, including secretary’s certificates in customary formSection 7.01(b), in form and substance reasonably satisfactory as they relate to the Buyer; andCompany, have been satisfied; (g) the Buyer rights of each of the individuals listed on Schedule 3.03 hereto as having outstanding rights related to acquiring the Company’s securities shall have received written been extinguished by the Company to the satisfaction of Buyer and each of those individuals shall have executed and delivered a confirmation from of cancellation of such rights in the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy form of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.attached Exhibit B;

Conditions to the Buyer’s Obligations. The obligations of Buyer's obligation to perform the Transactions contemplated to be performed on or before the Closing Date is subject to satisfaction, or written waiver by the Buyer to pay the Purchase Price to the Sellersor by Closing, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of each of the following additional conditions: (a) (i) all of the Sellers shall have performed their obligations contained in Section 2.1(a) representations and warranties of this Agreement; (b) the Merger Agreement shall have been executed Companies, individually and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effectcollectively, and the transactions contemplated thereby shall Sellers in this Agreement must have been consummated; (e) accurate in all material respects as of the Buyer shall 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 received (i) the promissory notes (if any), each executed Related Assignment been and Assumption, and the other deliveries contemplated by Section 2.6must be accurate in all respects as of such date, and (ii) Notes executed by the Borrowers evidencing Companies and the Interim Loans sold, transferred, assigned, granted Sellers must have performed and conveyed 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 hereunder, delivered in accordance with Section 2.11 and dated as of the Interim Loan Agreement;Closing Date (unless otherwise indicated): (fi) Certificates representing all of the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates Xxxxxx Sheet Metal Corp. shares, free and other supporting documents in customary formclear of any Encumbrances, including secretary’s certificates in customary form)accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; and; (gii) The minute books, the Buyer shall have received written confirmation from stock certificate books and the Administrative Agent stock ledger of each Company, as applicable; (concurrently with the Closing hereunderiii) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6The Security Agreement, together with a copy executed by MSM; (iv) A certificate of the Register reflecting the recordation secretary of such Related Assignment and Assumptionseach Company, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case 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 or organization, as applicable, certified as of a recent date by the Secretary of State of its state of incorporation or organization and its bylaws or operating agreement, as applicable, (2) to the extent applicable, resolutions duly adopted by its board of directors, stockholders, managers, and/or members authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which each is a party, and (3) certificates of existence as of a recent date of it from its state of incorporation or 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; (v) a certificate of Sellers' non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (vi) 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, (B) evidencing Sellers' and the Companies' performance of, and compliance with, any covenant or agreement required to be performed or complied with by Sellers and the Companies, or (C) evidencing the satisfaction of any condition referred to in this Section 6.1.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Buyer Transactions contemplated to pay be performed on the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be Closing Date is subject to satisfaction, or written waiver by the fulfillment at or prior to the Closing Buyer, of each of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) Each of the promissory notes representations and warranties of the Seller in this Agreement that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties are expressly made as of an earlier specific date (if anyin which case such representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date); provided, however, that, in the event of a breach of a representation or warranty (other than a representation or warranty that is qualified by Material Adverse Effect and other than a representation or warranty set forth in the first sentence of Section 3.1 (Organization, Qualification and Corporate Power), each executed Related Assignment the first two sentences of Section 3.2 (Authority) or the first sentence of Section 3.4(c) (Capitalization)), the condition set forth in this Section 6.2(a)(i) shall be deemed satisfied unless the effect of all such breaches of representations and Assumptionwarranties taken together with all other breaches of representations and warranties results, or could reasonably be expected to result, in a Material Adverse Effect, (ii) the Seller must have performed and complied with in all material respects all of its covenants and agreements in this Agreement to be performed at or prior to the other deliveries contemplated by Section 2.6Closing, and (iiiii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed Seller must deliver to the Buyer hereunder, delivered in accordance with Section 2.11 at the Closing a certificate signed by a senior executive officer of the Interim Loan Agreement; (f) Seller on behalf of the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form)Seller, in form and substance reasonably satisfactory to the Buyer, confirming satisfaction of the conditions in clauses (i) and (ii) above. (b) No Proceeding shall be pending before any Governmental Body or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling is not a remote possibility and would prevent the performance of this Agreement in any material respect or the consummation of any of the Transactions in any material respect, declare unlawful such Transactions, cause such Transactions to be rescinded, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects. (c) Each of the following documents must have been delivered to the Buyer: (i) certificates representing all of the outstanding Shares, free and clear of any Encumbrances (other than generally applicable restrictions under securities Laws), accompanied by stock powers duly executed by the Seller; (ii) an appropriate instrument transferring all of the Partnership Interests to the Buyer and an Affiliate of the Buyer, free and clear of any Encumbrances (other than generally applicable restrictions under securities Laws), executed by the Seller and each other Subsidiary of the Seller owning any such Partnership Interest; (iii) certified copies of (A) the Organizational Documents of each Company and (B) the resolutions of the Seller’s board of directors approving the relevant Transaction Documents and the Transactions; (iv) a short-form certificate of good standing of each Company, certified by the Secretary of State of such Company’s jurisdiction of incorporation or organization as of a reasonable date prior to the Closing Date; (v) the minute books, stock certificate books and stock ledger (or the equivalent books and ledgers, if any) of each Company; (vi) the Transitional Services Agreement, executed by the Seller; (vii) the IT Services Agreement, executed by the Seller or one of its Affiliates; (viii) signed resignations of each director of URHT Inc.; and (gix) pay-off letters, releases or any other documents reasonably requested by the Buyer evidencing (A) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant payments required to Section 2.6, together with a copy satisfy in full all Indebtedness of the Register reflecting Companies for borrowed monies and capitalized lease obligations or (B) the recordation satisfaction, upon the occurrence of such Related Assignment the Closing, in full of, or termination of all of the Companies’ obligations in respect of, all credit facilities or public debt of the Seller or its Affiliates, and Assumptionsin each case, certified appropriate releases, UCC termination statements and other customary documents reasonably requested by the Administrative Agent as a true, complete and correct copy of Buyer releasing all Encumbrances (other than Permitted Encumbrances) on the RegisterAssets related to such Indebtedness or set forth on Schedule 3.7, in each case case, in form and substance reasonably satisfactory to the Buyer. (d) Since December 31, 2005, no Material Adverse Effect shall have occurred. (e) A non-foreign person affidavit with respect to ownership of each Company dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement is subject to the fulfillment satisfaction or waiver of the following conditions at or prior to the Closing of the following additional conditionsClosing: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of this Agreement; (b) the Merger Agreement shall have been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes representations and warranties contained in Sections 3.02, 3.03, 3.05, 4.04, 4.05 and clause (i) of Section 4.07 shall be true and correct in all respects 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, (ii) the representations and warranties contained in Sections 3.01, 3.06, 4.01 and 4.13 shall be true and correct in all respects 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 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 as of such date); provided, however, that if anythe representations and warranties contained in Sections 3.01, 3.06, 4.01 and 4.13 are not true and correct in all respects as of the Closing Date as a result of a breach that could not reasonably be expected to result in Losses to the Buyer or the Company of more than $3,000,000, the Seller may cure such breach by using its good faith efforts to cure such breach to the satisfaction of the Buyer prior to Closing, which may include by depositing into escrow on terms satisfactory to the Buyer an amount in cash for the benefit of the Buyer reasonably required by Buyer to recover any Losses arising from such breach (including fees and costs associated with pursuing such actions as the Buyer reasonably deems necessary to cure such breach); provided, each executed Related Assignment and Assumptionfurther, and however, that any costs or expenses required to cure such breach that are not fully paid in cash prior to the other deliveries contemplated by Section 2.6Closing or fully reflected in the Final Net Working Capital shall reduce the purchase price on a dollar-for-dollar basis, and (iiiii) Notes executed by each of the Borrowers evidencing other representations and warranties set forth in Articles III and IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or any derivative thereof or “Company Material Adverse Effect” set forth therein) as of the Interim Loans sold, transferred, assigned, granted Closing Date as though then made and conveyed as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties except to the Buyer hereunderextent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such date), delivered except, in accordance with Section 2.11 the case of clause (iii), where the failure or failures of such representations or warranties of the Interim Loan Agreement; (f) Seller and the Buyer shall have received opinions relating Company set forth in Articles III and IV hereof to this Agreement from counsel for be so true and correct, individually or in the Loan Parties (together with officer’s certificates aggregate, has not had, and other supporting documents in customary formwould not reasonably be expected to have, including secretary’s certificates in customary form)a Company Material Adverse Effect, and, in form the case of clauses (i) through (iii) after giving effect to the applicable disclosures set forth in the Seller Disclosure Schedules and substance reasonably satisfactory the Company Disclosure Schedules delivered to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyer.;

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing is subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the time of the Closing: (a) All of the representations and warranties (considered collectively) and each representation and warranty (considered individually) set forth in Article III and Article IV will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date; (b) The Seller and the Company will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by the Seller and the Company under this Agreement at or prior to the Closing Closing; (c) There shall be no proceeding commenced or threatened against Buyer involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of transactions contemplated by this Agreement; (bd) All applicable waiting periods under the Merger Agreement HSR Act, if any, shall have expired or been executed and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummatedterminated; (e) The Company and the Buyer shall have received the resignation of each director of each of USS and Triple A and each officer of each of USS and Triple A, effective as of the Closing Date; (f) On or prior to the Closing Date, the Seller will have delivered to the Buyer all of the following (dated as of the Closing Date, except as otherwise indicated): (1) With respect to each of USS and Triple A, certificates, dated not earlier than the tenth (10th) day prior to the Closing Date, of the Secretary of State of the State of New Jersey and the Commonwealth of Pennsylvania, respectively, stating that such entities are validly existing or have comparable active status; (2) A certificate of an executive officer of the Seller certifying that each of the conditions set forth in Sections 1.5(a) and 1.5(b) has been satisfied as of the time of the Closing; and (3) a certificate of the Secretary or Assistant Secretary of each of the Seller, USS and Triple A certifying as to the resolutions of the board of directors of each of such entities, the certificate of incorporation and by-laws of such entities and incumbency of the officers of such entities executing this Agreement or any Transaction Document, respectively. (g) The Seller shall have delivered the Shares to the Buyer, accompanied by stock powers duly endorsed in blank; (h) Xxxxx & Xxxxxxxx LLP, counsel to the Seller and the Company, shall have delivered its opinion to the Buyer in form and substance reasonably acceptable to the Buyer and its counsel; (i) The Seller shall have delivered to the promissory notes Buyer a release in the form of Exhibit B executed by Seller (if any"Seller's Release"), each executed Related Assignment and Assumption, ; (j) The Seller and the Company shall have delivered to Buyer such documents as Buyer may reasonably request including, without limitation or example, all of the Company's written customer contracts; (k) The Seller shall have paid or caused to be paid all outstanding amounts under the XxXxxx Facility. (l) The Seller shall have delivered to Buyer a certificate of an executive officer of the Seller certifying that all powers of attorney authorizing any Person to represent the Company have been terminated. (m) There shall be no condition to or inability of Buyer to conduct the business and operations of the Company in the ordinary course of business as, of and on the Closing Date including, without limitation or example, telephone Switch operations, software performance and performing monitoring services required by Company's customer contracts from premises known as 00 Xxxxx Xxxxxx, Xxxxxx Barre, Pennsylvania; (n) The Seller and Company shall have caused the satisfaction of any and all debt or other deliveries contemplated obligations existing between the Company on the one hand and any direct or indirect parent of the Company or any Affiliate of the Company, on the other hand; and (o) The Company is not (i) subject to any then current petition to the National Labor Relations Board ("NLRB") for recognition of any union by Section 2.6or on behalf of any of the Company's employees, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 petition of the Interim Loan Agreement; (fInternational Brotherhood of Electrical Workers, referenced in SCHEDULE 3.13 hereto, to be the representative of any bargaining unit(s) at the Buyer shall have received opinions relating Company has been rejected or defeated by a vote of the Company's employees entitled to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered so vote pursuant to Section 2.6, together with a copy of NLRB Rules and the Register reflecting the recordation of such Related Assignment and Assumptions, result has been certified by the Administrative Agent as a true, complete NLRB and correct copy any objections filed by any union have been denied or have been resolved in favor of the Register, in each case in form Company by a decision of the NLRB Regional Director and substance reasonably satisfactory to an appeal has not been filed from any decision of the BuyerNRLB Regional Director within 60 days after such vote.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, Company understands that Buyer's obligation to purchase the Transferred Rights from New Preferred Shares and the Sellers, New Warrant pursuant to assume this Letter Agreement and the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditionsDocuments is conditioned upon: (a) Delivery by the Sellers shall have performed their obligations contained in Section 2.1(aCompany to the Escrow Agent on the Second Funding Date of one or more certificates (I/N/O Buyer) of evidencing the New Preferred Shares and the New Warrant to be purchased by Buyer pursuant to this AgreementLetter Agreement on the Second Funding Date; (b) The accuracy in all respects on the Merger Second Funding Date of the representations and warranties of the Company contained in the Securities Purchase Agreement shall have been executed as if made on the Second Funding Date (except for representations and deliveredwarranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in full force all respects on or before the Second Funding Date of all covenants and effectagreements of the Company required to be performed, by it pursuant to this Agreement on or before the Second Funding Date; (c) Buyer having received an opinion of counsel for the Interim Loan Agreement Amendment shall have been executed Company, dated as of the Second Funding Date, in form, scope and delivered, and shall be in full force and effect,substance satisfactory to the Buyer; (d) There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Debt Purchase Agreement shall have been executed and deliveredCommon Stock on NASD/BBS, and shall be (ii) the declaration of a banking moratorium or any suspension of payments in full force and effectrespect of banks in the United States, and (iii) the transactions contemplated thereby shall have been consummatedcommencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and AssumptionThere not having occurred any event or development, and the other deliveries contemplated by Section 2.6there being in existence no condition, having or which reasonably and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreementforeseeably could have a Material Adverse Effect; (f) the Buyer The Company shall have received opinions relating delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement from counsel for and the Loan Parties Securities Purchase Agreement (together with officer’s certificates including the fees and other supporting documents disbursements of Buyer's legal counsel); (g) There shall not be in customary formeffect any Law or order, including secretary’s certificates in customary form)ruling, in form and substance reasonably satisfactory to judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Buyertransactions contemplated by this Letter Agreement or the Securities Purchase Agreement; and (gh) Solely with respect to the closing date occurring on the Second Funding Date, the Company shall have satisfied or performed all of the Second Funding Requirements and all other conditions set forth in Section I.B. of the Securities Purchase Agreement, or Buyer shall have received written confirmation from waived the Administrative Agent (concurrently Company's compliance with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyerrequirements.

Conditions to the Buyer’s Obligations. The Company understands that each Buyer's obligations of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, Initial Shares and to otherwise consummate acquire the transactions contemplated hereby shall be subject to the fulfillment at or prior to Warrants on the Closing of the following additional conditionsDate pursuant to this Agreement is conditioned upon: (a) Delivery by the Sellers shall have performed their obligations contained Company to the Buyers of the certificates for the Initial Shares and the Warrants in Section 2.1(a) of accordance with this Agreement; (b) The accuracy on the Merger Closing Date of the representations and warranties of the Company contained in this Agreement shall have been executed as if made on the Closing Date and deliveredthe performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyers of a certificate, dated the Closing Date, of the Chief Executive Officer or the Chief Financial Officer of the Company confirming such matters and shall be in full force and effectsuch other matters as the Buyers may reasonably request; (c) Receipt by the Interim Loan Buyers of a certificate, dated the Closing Date, of the Secretary of the Company certifying (i) the Articles of Incorporation and By-Laws of the Company as in effect on the Closing Date, (ii) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement Amendment shall have been executed and deliveredthe transactions contemplated hereby, and shall be in full force and effect,(iii) such other matters as reasonably requested by the Buyers; and (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummated; (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed Receipt by the Borrowers evidencing Buyers on the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 Closing Date of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from an opinion of counsel for the Loan Parties (together with officer’s certificates and other supporting documents Company, dated the Closing Date, in customary form, including secretary’s certificates in customary form), in form scope and substance reasonably satisfactory to the Buyer; and (g) the Buyer shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6Buyers, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyereffect set forth in ANNEX III.

Conditions to the Buyer’s Obligations. The obligations of Buyer’s obligation to perform the Transactions contemplated to be performed on or before the Closing Date is subject to satisfaction, or written waiver by the Buyer to pay the Purchase Price to the Sellersor by Closing, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of each of the following additional conditions: (a) (i) all of the Sellers shall have performed their obligations contained in Section 2.1(a) representations and warranties of this Agreement; (b) the Merger Agreement shall have been executed Company’s, individually and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effectcollectively, and the transactions contemplated thereby shall Seller in this Agreement must have been consummated; (e) accurate in all material respects as of the Buyer shall 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 received (i) the promissory notes (if any), each executed Related Assignment been and Assumption, and the other deliveries contemplated by Section 2.6must be accurate in all respects as of such date, and (ii) Notes executed by the Borrowers evidencing Company’s and the Interim Loans sold, transferred, assigned, granted Seller must have performed and conveyed 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 hereunder, delivered in accordance with Section 2.11 and dated as of the Interim Loan Agreement;Closing Date (unless otherwise indicated): (fi) Certificates representing all of the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates Excel Fabrication, LLC. shares, free and other supporting documents in customary formclear of any Encumbrances, including secretary’s certificates in customary form)accompanied by duly executed stock powers, in form and substance reasonably satisfactory to the Buyer; and; (gii) The minute books, the Buyer shall have received written confirmation from stock certificate books and the Administrative Agent stock ledger of each Company’s, as applicable; (concurrently with the Closing hereunderiii) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6The Security Agreement, together with a copy executed by EFL; (iv) A certificate of the Register reflecting the recordation secretary of such Related Assignment and Assumptionseach Company’s, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case 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 or organization, as applicable, certified as of a recent date by the Secretary of State of its state of incorporation or organization and its bylaws or operating agreement, as applicable, (2) to the extent applicable, resolutions duly adopted by its board of directors, stockholders, managers, and/or members authorizing the performance of the Transactions and the execution and delivery of the Transaction Documents to which each is a party, and (3) certificates of existence as of a recent date of it from its state of incorporation or 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; (v) a certificate of Seller’ non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); and (vi) 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, (B) evidencing Seller’ and the Company’s’ performance of, and compliance with, any covenant or agreement required to be performed or complied with by Seller and the Company’s, or (C) evidencing the satisfaction of any condition referred to in this Section 6.1. (c) there must not be any Proceeding pending or threatened against the Buyer or any of its Affiliates that (i) challenges or seeks damages or other relief in 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 Company’s and Seller shall have used commercially reasonable efforts to preserve intact the Business and their relationships with the EFL’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’s by Seller or any Related Person of the Seller must have been paid in full by such Person or otherwise satisfied by Buyer at Closing; (h) the Working Capital of the Company’s at the Closing Date as shown in Exhibit D the True Up Cash Settlement shall be equal to or greater than the Working Capital as of March 31th 2019 as shown in Exhibit D the True Up Cash Settlement). Distribution of cash prior to closing shall not be a violation of any provision of this Agreement so long as the requirements of this subparagraph and 6.1 (i) are complied with; (i) To the extent not paid off by the Buyer under paragraph 2.2(b), Seller and/or EFL shall pay off in full each Long-Term Liability and any short term Liability associated with a Long-Term Liability and to the extent the Trade Payables as of the Closing Date do not include such short term Liabilities.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay the Purchase Price to the Sellers, Company understands that Buyer's obligation to purchase the Transferred Rights from Preferred Shares and the Sellers, Warrant pursuant to assume this 1999 Letter Agreement and the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditionsDocuments is conditioned upon: (a) The Company's offer and the Sellers shall have performed their obligations contained Buyer's acceptance of the payment of One Hundred Twenty Five Thousand Dollars ($125,000) as payment in Section 2.1(a) full of this any liquidated damages due from the Company to the Buyer actionable under the 1998 Letter Agreement;, the 1998 Registration Rights Agreement, and the 1999 Registration Rights Agreement for all periods through July 9, 1999. (b) Delivery by the Merger Company to the Escrow Agent on the Second Funding Date of: (i) one or more certificates (I/N/O Buyer) evidencing the Series B Preferred Shares; (ii)the Warrant No. 2 to be purchased by Buyer pursuant to the 1999 Securities Purchase Agreement shall have been executed on the Second Funding Date; and delivered, and shall be the disbursement of monies as directed in full force and effectthe Release Notice; (c) The accuracy in all respects on the Interim Loan Second Funding Date of the representations and warranties of the Company contained in the 1999 Securities Purchase Agreement Amendment shall have been executed as if made on the Second Funding Date (except for representations and deliveredwarranties which, by their express terms, speak as of and shall relate to a specified date) and the performance by the Company in all respects on or before the Second Funding Date of all covenants and agreements of the Company required to be in full force and effect,performed by it pursuant to this Agreement on or before the Second Funding Date; (d) Buyer having received an opinion of counsel for the Debt Purchase Agreement shall have been executed Company, dated as of the Second Funding Date, in form, scope and delivered, and shall be in full force and effect, and substance satisfactory to the transactions contemplated thereby shall have been consummatedBuyer; (e) the Buyer shall have received There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the promissory notes (if any)Common Stock on NASD/BBS, each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing declaration of a banking moratorium or any suspension of payments in respect of banks in the Interim Loans soldUnited States, transferred(iii) the commencement of a war, assignedarmed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, granted and conveyed to protectorates or possessions, or (iv) in the Buyer hereunder, delivered in accordance with Section 2.11 case of the Interim Loan foregoing existing at the date of this 1999 Letter Agreement, a material acceleration or worsening thereof; (f) the Buyer There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; (g) The Company shall have received opinions relating delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's out-of- pocket costs and expenses incurred in connection with the transactions contemplated by this 1999 Letter Agreement from counsel for and the Loan Parties 1999 Securities Purchase Agreement (together with officer’s certificates including the fees and other supporting documents disbursements of Buyer's legal counsel); (h) There shall not be in customary formeffect any Law or order, including secretary’s certificates in customary form)ruling, in form and substance reasonably satisfactory to judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Buyertransactions contemplated by this 1999 Letter Agreement or the 1999 Securities Purchase Agreement; and (gi) Solely with respect to the closing date occurring on the Second Funding Date, the Company shall have satisfied or performed all of the Second Funding Requirements and all other conditions set forth in Section I.B. of the 1999 Securities Purchase Agreement, or Buyer shall have received written confirmation from waived the Administrative Agent (concurrently Company's compliance with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyerrequirements.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement is subject to the fulfillment at satisfaction or waiver of the following conditions on or prior to the Closing Date, any or all of which may be waived by the following additional conditionsBuyer: (a) the Sellers representations and warranties set forth in Article 3 and Article 4 hereof shall have performed their obligations contained in Section 2.1(a) be true and correct at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this AgreementAgreement throughout such representations and warranties, except for representations and warranties that speak as of a specific date or time (which need only be true and correct on the Closing Date but as of such specific date or time); (b) the Merger Agreement Company and the Shareholders shall have been executed and deliveredperformed, and shall complied in all material respects with, all of the covenants and agreements required to be in full force performed and effectcomplied with by them under this Agreement at or prior to the Closing; (c) all regulatory filings, all consents, all authorizations and all approvals that are required for the Interim Loan Agreement Amendment consummation of the transactions contemplated hereby, including without limitation, the expiration or termination of the waiting period under the HSR Act, if applicable, shall have been executed made and delivered, and shall be in full force and effect,obtained; (d) each Key Executive of the Debt Purchase Agreement Company shall have been executed and delivereddelivered an Employment Agreement with the Company, containing non-compete and shall be non-solicitation provisions, substantially in full force and effect, and the transactions contemplated thereby shall have been consummatedform attached hereto as Exhibit E; (e) the Buyer Shareholders’ Representative and the Escrow Agent shall have received (i) executed and delivered the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Escrow Agreement; (f) the Buyer Company shall have received opinions relating to this Agreement from counsel for terminated the Loan Parties (together with officerCompany’s certificates Stock Option Plan, dated January 1, 2006, and other supporting documents in customary formCompany’s Stock Rights Plan, including secretary’s certificates in customary form)dated January 1, in form and substance reasonably satisfactory 2006, without any liability to the Buyer; andCompany, other than the amounts to be paid at Closing pursuant to Section 1.02(b)(iii) above; (g) the Closing Transactions described in Section 1.02(b) above shall have been completed; (h) the Buyer shall have received written confirmation from obtained the Administrative Agent necessary financing to fund the Purchase Price and all of the Buyer’s other obligations in connection with this Agreement, on terms and conditions acceptable to the Buyer in its sole discretion; and (concurrently with i) the President of the Company (in his capacity as an officer of the Company and not in a personal capacity) shall have delivered to the Buyer each of the following: (i) a certificate of the Company in the form set forth in Exhibit F attached hereto, dated the Closing hereunder) Date, stating that the Administrative Agent has accepted conditions specified in Sections 2.01(a) and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with (b) hereof have been satisfied; and (ii) a copy certificate of the Register reflecting Company confirming that the recordation of such Related Assignment and Assumptions, certified by Closing Transactions described in Section 1.02(b) above shall have been completed. (j) each Shareholder shall have delivered to the Administrative Agent as a true, complete and correct copy Buyer each of the Registerfollowing: (i) a certificate in the form set forth in Exhibit I attached hereto, dated the Closing Date, stating that the conditions specified in each case in form Sections 2.01(a) and substance reasonably satisfactory (b) with respect to that Shareholder have been satisfied; and (ii) the certificates representing the Shares of that Shareholder, duly endorsed for transfer or accompanied by duly executed assignments. In the event (i) all of the conditions to the Buyer’s obligation to consummate the transactions contemplated by this Agreement, as set forth in this Section 2.01 have been satisfied, (ii) the Shareholders are prepared to close under this Agreement, and (iii) the Buyer refuses to close under this Agreement, the Buyer shall be considered to be in breach of this Agreement and shall pay to the Company a break-up fee in the amount of $5,000,000, as liquidated damages, which payment shall constitute the Shareholders’ and the Company’s sole remedy in respect of such breach by the Buyer.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall be by this Agreement is subject to the fulfillment at satisfaction, or waiver by the Buyer, of each of the following additional conditions as of the Closing: (i) Each of the representations and warranties contained in Articles 4 and 5 of this Agreement shall be true and correct as of the Closing Date (without taking into account any materiality, Company Material Adverse Effect or similar qualifiers as to materiality (other than for purposes of the representation and warranty made in Section 5F(i), where for the avoidance of doubt, the reference to Company Material Adverse Effect shall be taken into account)) as if made anew as of such date (except to the extent any such representation and warranty expressly relates to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments required or permitted by the terms of this Agreement and except for any failures of any such representations and warranties to be true and correct as have not had and are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) Each of the covenants and agreements of the Company, the Sellers and the Representative to be performed by them (as applicable) as of or prior to the Closing of the following additional conditions: (a) the Sellers shall have been performed their obligations contained in Section 2.1(a) all material respects, except to the extent of changes or developments required or permitted by the terms of this Agreement; (biii) the Merger Agreement The Company shall have been executed delivered to the Buyer a certificate in the form of Exhibit C attached hereto dated the Closing Date and delivered, signed by a senior executive officer of the Company on behalf of the Company confirming the foregoing matters in Section 2B(i) and shall be in full force and effectSection 2B(ii) as they relate to the Company; (civ) the Interim Loan Agreement Amendment The Company shall have been executed and delivered, and shall be in full force and effect, (d) delivered to the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and Buyer a certified copy of the resolution or consent of the Company's board of directors approving the Company's consummation of the transactions contemplated thereby shall have been consummatedhereby and the matters pertaining to the Options set forth in clause (i) of the fourth sentence of Section 1B hereof; (ev) During the Buyer period from the date hereof to the Closing Date, no change, event or circumstance shall have received (i) occurred that has had, or that is reasonably likely to have, individually or in the promissory notes (if any)aggregate, each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement;a Company Material Adverse Effect. (fvi) the Buyer Each Seller shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), delivered a non-foreign affidavit in form and substance reasonably satisfactory to the BuyerBuyer certifying that such Person is not a "foreign person" as defined in Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (vii) Each Seller that is not a natural person shall have delivered to the Buyer a certified copy of the resolution or consent of such Seller's board of directors or other governing body approving such Seller's execution and delivery of this Agreement and its consummation of the transactions contemplated hereby; and (gviii) The Company shall have delivered to the Buyer shall have received written confirmation resignations of each director of the board of directors of the Company and each of its domestic Subsidiaries, and, without duplication, with respect to each employee of any Odyssey Entity, written resignations from the Administrative Agent (concurrently such individuals resigning from all boards of directors and all positions with the Closing hereunder) that the Administrative Agent has accepted Company and recorded each Related Assignment its Subsidiaries (domestic and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Registerforeign), in each case in form and substance reasonably satisfactory to case, effective upon the BuyerClosing.

Conditions to the Buyer’s Obligations. The obligations of the Buyer to pay consummate the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate take the transactions contemplated hereby shall other actions required to be taken by it under this Agreement at Closing are further subject to the fulfillment satisfaction at or prior to the Closing Date of the following additional conditions, any one or more of which may be waived in writing, in whole or in part, by the Buyer in its sole discretion: (a) the Sellers shall have performed their obligations representations and warranties of the Members contained in Section 2.1(a) Article III and the Sellers contained in Article IV that are qualified by materiality or by Business Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties of the Members contained in Article III and Sellers contained in Article IV shall be true and correct in all respects, in each case, at and as of the date of this AgreementAgreement and at and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date (except for representations and warranties that are made as of a specified date or period, which shall be true and correct only as of such specified date or period); (b) each of the Merger Agreement Members and Sellers shall have been executed performed and deliveredcomplied in all material respects with all agreements, covenants, conditions and shall obligations required by this Agreement to be in full force and effectperformed or complied with by them on or prior to the Closing; (c) each of the Interim Loan Agreement Amendment Sellers shall have been executed and delivered, or caused to be delivered, to the Buyer the Transaction Documents and shall be other Closing deliveries set forth in full force and effect,Section 2.7(c); (d) the Debt Purchase Agreement shall Consents described in Schedule 7.3(d) will have been executed and deliveredmade, and shall be in full force and effectgiven or obtained by such customer, and vendor, contractual third party or other Person, as applicable, on terms reasonably satisfactory to the transactions contemplated thereby shall have been consummated;Buyer; and (e) the Buyer shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed to the Buyer hereunder, delivered in accordance with Section 2.11 of the Interim Loan Agreement; (f) the Buyer shall have received opinions relating to this Agreement from counsel for the Loan Parties (together with officer’s certificates and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance evidence reasonably satisfactory to the Buyer; and (g) the Buyer shall that all Liens affecting Purchased Assets, other than Permitted Liens, have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) been discharged and that the Administrative Agent has accepted good and recorded each Related Assignment and Assumption delivered pursuant valid title to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory all Purchased Assets is being conveyed to the Buyer, free and clear of all Liens other than Permitted Liens.

Conditions to the Buyer’s Obligations. The obligations obligation of the Buyer to pay the Purchase Price to the Sellers, to purchase the Transferred Rights from the Sellers, to assume the Assumed Obligations, and to otherwise consummate the transactions contemplated hereby shall to be performed by it in connection with the Closing will be subject to the fulfillment satisfaction (or waiver by the Buyer, in whole or in part, in writing) of the following conditions as of the time of the Closing: (a) Each representation and warranty set forth in Article 3 and Article 4 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date; (b) The Sellers and the Company will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by the Sellers and the Company under this Agreement at or prior to the Closing Closing; (c) There shall be no proceeding commenced or threatened against the Company, the Sellers or the Buyer involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the following additional conditions: (a) the Sellers shall have performed their obligations contained in Section 2.1(a) of transactions contemplated by this Agreement; (bd) the Merger Agreement Seller shall have been executed delivered all Assets free and delivered, and shall be in full force and effect; (c) the Interim Loan Agreement Amendment shall have been executed and delivered, and shall be in full force and effect, (d) the Debt Purchase Agreement shall have been executed and delivered, and shall be in full force and effect, and the transactions contemplated thereby shall have been consummatedclear of all Liens other than Permitted Liens; (e) the Buyer There shall have received (i) the promissory notes (if any), each executed Related Assignment and Assumption, and the other deliveries contemplated by Section 2.6, and (ii) Notes executed by the Borrowers evidencing the Interim Loans sold, transferred, assigned, granted and conveyed been no material casualty occurring with respect to the Buyer hereunder, delivered in accordance with Section 2.11 of Company or the Interim Loan AgreementAssets; (f) the The Buyer shall have received opinions relating to this Agreement from counsel obtained financing for the Loan Parties purchase of the Assets on terms reasonably acceptable to it; (together with officer’s certificates g) The Sellers and other supporting documents in customary form, including secretary’s certificates in customary form), in form and substance reasonably satisfactory the Company shall have delivered to the BuyerBuyer the items set forth in Section 1.5(b); and (gh) The transactions contemplated by the Buyer Purchase and Sale Agreement relating to 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the “Premises”), substantially in the form attached as Exhibit D (the “RE P&S”) shall have received written confirmation from the Administrative Agent (concurrently with the Closing hereunder) that the Administrative Agent has accepted and recorded each Related Assignment and Assumption delivered pursuant to Section 2.6, together with a copy of the Register reflecting the recordation of such Related Assignment and Assumptions, certified by the Administrative Agent as a true, complete and correct copy of the Register, in each case in form and substance reasonably satisfactory to the Buyerclosed.