Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. Section 4.1. The obligation of the Purchaser to purchase each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation Closing Date shall not occur and the Lenders shall not be obligated to make Revolving Loans (if any) on the Closing Date, nor shall the Lenders, the Deal Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder until all of the Purchaser following conditions, after giving effect to purchase any proposed Revolving Loan to be made on the Closing Date, in each of case, have been satisfied, in the Notes sole discretion of, or waived in writing by, the Deal Agent and pay the Purchase Price is subject to each Lender: (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Each Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement Document shall have been duly authorizedexecuted by, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Dateto, the Purchaser parties hereto and thereto and the Issuer shall each have received a fully executed counterpart original Deal Agent and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser Lenders shall have received an Opinion of Counsel satisfactory to itsuch other documents, dated such Closing Dateinstruments, substantially in agreements and legal opinions as the forms of Exhibit E. (f) The Purchaser Deal Agent or any Lenders shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer request in connection with the transactions contemplated for such Closing Date by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and the Lenders, and (ii) an executed Note in favor of each Lender shall have been duly authorizeddelivered to the applicable Lender; provided, however, that if the Initial Funding is not occurring on the Closing Date, Schedule V to this Agreement, Exhibit A to the Contribution Agreement, legal opinions relating to the transfer of Collateral, the Hedging Agreement, and the deposit into the Reserve Account of the Required Reserve Account Amount shall not be required until the date of the Initial Funding. (gb) Any taxesThe Deal Agent and the Lenders shall have received (i) satisfactory evidence that the Borrower, fees the Originator and other governmental charges which are due the Servicer have obtained all required consents and payable in connection with approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the execution, delivery, sale other Transaction Documents to which each is a party and performance the consummation of the Notes which are required to be paid by the Issuer shall have been paid by the Issuertransactions contemplated hereby or thereby, at or prior to the Closing Dates. (hii) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell an Officer’s Certificate from each of the Notes is subject Borrower, the Originator and the Servicer in form and substance satisfactory to satisfaction the Deal Agent and the Lenders affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the conditions set forth below to Deal Agent or any other Secured Party against the extent such conditions relate to the applicable Closing Date: (a) As of each Closing DateBorrower, the representations Originator or the Servicer for a breach of its representation or warranty that all such consents and warranties made by the Purchaser approvals have, in this Agreement shall be true and correct on and as if they had fact, been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached heretoobtained. (c) The Issuer Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel delivered an Officer’s Certificate to the effect that Deal Agent and the transactions contemplated for such Closing Date have been duly authorizedLenders as to this and other closing matters. (d) As of The Borrower shall have paid all fees required to be paid by it on the First Closing Date, including all fees required hereunder and under the Issuer Fee Letter and shall have received a written waiver substantially in reimbursed the form Lenders, the Backup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of Exhibit F attached heretoclosing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders, the Backup Servicer, the Deal Agent and/or the Collateral Agent. Section 4.3. If any of (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or Potential Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser Borrower with respect to Section 4.1 hereofthe Loans, Contracts or Dealer Agreements; provided, for the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations avoidance of doubt that during the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior toRevolving Period, the Closing Dates Borrower in its sole discretion may elect to pledge Dealer Loans secured by the Purchaser either Open Pools or the Issuer, as the case may be. Notice of such cancellation Closed Pools. (h) The Borrower shall be given have deposited to the Purchaser or Reserve Account an amount equal to the Issuer, as Required Reserve Account Amount (subject to the case may be, provision in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith clause (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreementa) above), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. (a) The obligation of the Purchaser Partnership to purchase consummate the issuance and sale of the Purchased Units to each of the Notes and pay the Purchase Price is Purchasers shall be subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it satisfaction on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements following conditions with respect to each Purchaser individually and not the Purchasers jointly (any or all of which may be waived by the Transaction Documents related theretoPartnership in writing, and (iii) satisfaction of the conditions set forth below in whole or in part, to the extent such conditions relate to the applicable Closing Date:permitted by Applicable Law): (ai) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement in all agreements and conditions hereof material respects that are required to be performed or and complied with by it that Purchaser on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates.Date; (hii) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the of such Purchaser contained in this Agreement Section 4 shall be true and correct on in all respects, in each case both as of the date of this Agreement and as if they had been made on of the respective Closing Date, as if made at and as of such time, except to the extent that Section 4 specifies that such representations and warranties are made as of a particular date; (iii) such Purchaser shall have delivered a cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Series A Preferred Units set forth opposite such Purchaser’s name on Schedule A and, in the case of Weston, plus the Weston Note Units; (iv) such Purchaser shall have remitted payment of such Purchaser’s Funding Obligation payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership; (v) such Purchaser shall have delivered a properly executed Internal Revenue Service Form W-9 from such Purchaser; and (vi) in the case of Wxxxxx, Xxxxxx shall have delivered an assignment of the Weston Note to the Partnership. (b) The Issuer respective obligation of each Purchaser to consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular Purchaser on behalf of itself in writing with respect to its Purchased Units, in whole or in part, to the extent permitted by Applicable Law): (i) the Partnership shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in performed and complied with the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form covenants and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified agreements contained in this Section 4 shall not have been fulfilled Agreement in all material respects when that are required to be performed and complied with by the Partnership on or prior to the Closing Date; (ii) the representations and warranties of the Partnership contained in Section 3 shall be true and correct in all respects, in each case both as of the date of this Agreement and as provided of the Closing Date, as if made at and as of such time, except to the extent that Section 3 (and specifically Section 3.11, which representation is made solely as of the date hereof) specifies that such representations and warranties are made as of a particular date; (iii) the Partnership shall have received all consents required under the Credit Facility on terms satisfactory to the Partnership in this its sole and absolute discretion; (iv) the Partnership shall have delivered an executed copy of the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, in the form attached hereto as Exhibit B (the “Fourth A&R LPA”); (v) the Partnership shall have delivered evidence of issuance of the Purchased Units credited to book-entry accounts maintained by the Partnership, bearing a restrictive notation meeting the requirements of the Fourth A&R LPA, free and clear of any Encumbrances, other than transfer restrictions under the Fourth A&R LPA or the Delaware LP Act and applicable federal and state securities Laws; (vi) the Partnership shall have delivered a certificate of the Secretary or Assistant Secretary of GP LLC, on behalf of the Partnership, dated the Closing Date, certifying as to and attaching (A) the certificate of formation of the Partnership, (B) the Partnership Agreement, or if any (C) board resolutions authorizing the execution and delivery of this Agreement and the Fourth A&R LPA and the consummation of the opinions transactions contemplated hereby and certificates mentioned above or elsewhere in thereby, including the issuance of the Purchased Units and the Conversion Units and (D) the incumbency of the officers authorized to execute this Agreement on behalf of the Partnership or the General Partner, as applicable, setting forth the name and title and bearing the signatures of such officers; (vii) the Partnership shall not be in all respects satisfactory in form have delivered a cross-receipt executed by the Partnership and substance delivered to the Purchaser Purchasers certifying that it has received from the Purchasers an amount in cash equal to the Total Funding Obligation and, in the case of Weston, certifying that it has received an assignment of the Weston Note from Weston; (viii) the Partnership shall have delivered a duly executed waiver of the General Partner with respect to Section 4.1 hereofcertain of its rights under the Partnership Agreement, or in substantially the Issuer, with respect form attached hereto as Exhibit A; and (ix) the Partnership shall have delivered such other documents relating to Section 4.2 hereof, the transactions contemplated by this Agreement and all obligations of the Purchaser or the Issuer, as the case Purchasers or their counsel may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofreasonably request.

Conditions to the Closing. Section 4.1. (a) The obligation obligations of the Purchaser to purchase each of the Notes Transferor and pay the Purchase Price is Acquirer hereunder shall be subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it satisfaction or written waiver on or prior to the Closing Date for such Noteof the following conditions: (i) The waiting period (and any extension thereof), if any, applicable to the transactions contemplated by this Agreement under the HSR Act, shall have been terminated or shall have expired, and no restrictive order or other requirements pursuant to the HSR Act shall have been placed on the parties. (ii) The FCC shall have approved the Assignment Application (and such other applications as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under may be required by applicable law, rule or regulation to permit the transfer to Acquirer of the Shares to be filed). (iii) No temporary restraining order, preliminary or interpretations thereof permanent injunction or other order issued by any regulatory authority which court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any proceeding by or with any Governmental Authority or third party seeking any of the Purchaser's reasonable opinion would make it illegal for foregoing be pending (excluding, in each case, any such matter initiated by Transferor, the Issuer to issue and sell the Note to be issued at such Closing DateCompany, or for the Issuer Acquirer or any of their Affiliates). There shall not be any Action taken, or any Law enacted, entered, enforced or deemed applicable to the other parties thereto transactions contemplated hereby, which makes the consummation of such transactions illegal (excluding, in each case, any such matter initiated by Transferor, the Company, Acquirer or any of their Affiliates). (iv) Acquirer and the Company shall have entered into a time brokerage agreement in substantially the form of EXHIBIT 3.02(A)(IV) with respect to perform their respective obligations the Station concurrently with entering into this Agreement (the "TBA"). (v) The "closing" of the transactions contemplated under the Transaction Documents related theretoRCI Stock Purchase Agreement and the Asset Purchase Agreement shall have occurred or shall occur concurrently with the Closing. (b) As The obligations of Transferor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each Closing Date, of the following conditions: (i) Acquirer shall have entered into a loan agreement with the Company and New World in substantially the same form as EXHIBIT 3.02(B)(I) (the "BRIDGE LOAN AGREEMENT") and Acquirer shall have advanced all funds required to be advanced under the Bridge Loan Agreement in accordance with the terms thereof. (ii) All the representations and warranties made by the Issuer of Acquirer contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date that are not qualified by materiality, Material Adverse Effect or a dollar threshold shall be true and correct in all material respects, and all other representations and warranties of Acquirer shall be true and correct, as of the date made and (having been deemed to have been made again on and as if they had been made of the Closing Date) shall be true and correct in all material respects on and as of the respective Closing Date (Date, except to the extent a different date is reasonably specified in that any such Transaction Document); the Issuer representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (iii) Acquirer shall have performed and complied with in all material respects all covenants and agreements required by this Agreement, and conditions hereof required any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of prior to the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (div) The Issuer Acquirer shall have delivered the Note to not be purchased at such Closing Date in accordance with the terms of Section 2 hereofdefault under any TBA, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received which default has resulted in a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made Material Adverse Effect on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached heretoCompany or Transferor. (c) The Issuer obligations of Acquirer to consummate the transactions contemplated by this Agreement shall have received be subject to the fulfillment on or prior to the Closing Date of each of the following conditions: (i) All the representations and warranties of the Company and Transferor contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, that are not qualified by materiality, Material Adverse Effect or a certificatedollar threshold, dated shall be true and correct in all material respects, and all other representations and warranties of the Company and Transferor shall be true and correct, as of the respective date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects on and as of the Closing Date, in form and substance reasonably satisfactory except as affected by actions taken or omitted to it and its counsel be taken by Acquirer pursuant to the effect TBA, and except to the extent that the transactions contemplated for any such Closing Date representation or warranty is made as of a specified date, in which case such representation or warranty shall have been duly authorizedtrue and correct as of such specified date. (dii) As Each of the First Company and Transferor shall have performed and complied with in all material respects all covenants and agreements required by this Agreement, and any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, to be performed or complied with by it on or prior to the Issuer shall Closing Date. (iii) Charxxx X. Xxxxxx xxxll have received a written waiver entered into an employment agreement with Acquirer in substantially the form of EXHIBIT 3.02(C)(III). (iv) Each of Marcxx X. Xxxxxxxxx, Xxmex X. Xxxxxxxx xxx Jamex X. Xxxxxx xxxll have entered into Non-Competition Agreements with Acquirer substantially in the form of Exhibit F attached EXHIBIT 3.02(C)(IV) hereto. Section 4.3. If (v) RCI shall have applied any of amounts advanced under the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Bridge Loan Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof. (vi) Only employees approved by Acquirer shall be employed by the Company and the Company shall have incurred no additional liability in terminating any of its employees. (vii) Transferor shall have executed and delivered a Lock-Up Letter in the form of EXHIBIT 3.02(C)(VII). (viii) The Company shall have paid off or otherwise terminated all Indebtedness of the Company and Transferor shall have furnished to Acquirer evidence thereof in a form reasonably satisfactory to Acquirer.

Conditions to the Closing. Section 4.1. The obligation Closing Date shall not occur and the Lenders shall not be obligated to make Revolving Loans (if any) on the Closing Date, nor shall the Lenders, the Deal Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder until all of the Purchaser following conditions, after giving effect to purchase any proposed Revolving Loan to be made on the Closing Date, in each of case, have been satisfied, in the Notes sole discretion of, or waived in writing by, the Deal Agent and pay the Purchase Price is subject to each Lender: (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Each Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement Document shall have been duly authorizedexecuted by, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Dateto, the Purchaser parties hereto and thereto and the Issuer shall each have received a fully executed counterpart original Deal Agent and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser Lenders shall have received an Opinion of Counsel satisfactory to itsuch other documents, dated such Closing Dateinstruments, substantially in agreements and legal opinions as the forms of Exhibit E. (f) The Purchaser Deal Agent or any Lenders shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer request in connection with the transactions contemplated for such Closing Date by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and the Lenders, and (ii) an executed Note in favor of each Lender shall have been duly authorizeddelivered to the applicable Lender. (gb) Any taxesThe Deal Agent and the Lenders shall have received (i) satisfactory evidence that the Borrower, fees the Originator and other governmental charges which are due the Servicer have obtained all required consents and payable in connection with approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the execution, delivery, sale other Transaction Documents to which each is a party and performance the consummation of the Notes which are required to be paid by the Issuer shall have been paid by the Issuertransactions contemplated hereby or thereby, at or prior to the Closing Dates. (hii) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell an Officer’s Certificate from each of the Notes is subject Borrower, the Originator and the Servicer in form and substance satisfactory to satisfaction the Deal Agent and the Lenders affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the conditions set forth below to Deal Agent or any other Secured Party against the extent such conditions relate to the applicable Closing Date: (a) As of each Closing DateBorrower, the representations Originator or the Servicer for a breach of its representation or warranty that all such consents and warranties made by the Purchaser approvals have, in this Agreement shall be true and correct on and as if they had fact, been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached heretoobtained. (c) The Issuer Borrower, the Originator and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel delivered an Officer’s Certificate to the effect that Deal Agent and the transactions contemplated for such Closing Date have been duly authorizedLenders as to this and other closing matters. (d) As of The Borrower shall have paid all fees required to be paid by it on the First Closing Date, including all fees required hereunder and under the Issuer Fee Letter and shall have received a written waiver substantially in reimbursed the form Lenders, the Backup Servicer, the Deal Agent and the Collateral Agent for all fees, costs and expenses of Exhibit F attached heretoclosing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by the Lenders, the Backup Servicer, the Deal Agent and/or the Collateral Agent. Section 4.3. If any of (e) No Amortization Event, Termination Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or Potential Servicer Termination Event shall have occurred. (g) No materially adverse selection procedures were used by the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser Borrower with respect to Section 4.1 hereofthe Loans, Contracts or Dealer Agreements; provided, for the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations avoidance of doubt that during the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior toRevolving Period, the Closing Dates Borrower in its sole discretion may elect to pledge Dealer Loans secured by either Open Pools or Closed Pools. (h) The Borrower shall have deposited to the Purchaser or Reserve Account an amount equal to the Issuer, as the case may be. Notice of such cancellation Required Reserve Account Amount. (i) The Hedging Agreement shall be given to in effect. (j) All interest, fees and other amounts owing (and not otherwise continuing hereunder) under the Purchaser Prior Agreement shall have been (or the Issuer, as the case may shall substantially contemporaneously be, ) repaid in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereoffull.

Conditions to the Closing. Section 4.1. The obligation of the each Purchaser hereunder to purchase the Purchased Securities to be purchased by it on the Closing Date is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for the Purchaser's sole benefit and pay the Purchase Price is subject to (i) performance may be waived by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of Purchasers at any time in their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datesole discretion: (a) As of each Closing Date, no fact or condition The Company shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in have executed the signature page to this Agreement and delivered the same to the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As The Company shall have executed and delivered a duly executed Notes and Warrants being so purchased by each Purchaser at the Closing. (c) The Company shall have executed the signature page to the Registration Rights Agreement and delivered the same to the Purchaser. (d) The Company and each of each Closing Dateits subsidiaries shall have executed and delivered duly executed Security Agreements to which it is a party, the and have delivered all certificates and instruments to be delivered thereunder. (e) The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been of the Closing as though made on at that time and the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on the Company at or before each Closing Date; and no event prior to the Closing. The Purchasers shall have occurred received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing to the foregoing effect and no condition as to such other matters as may be reasonably requested by the Purchaser. (f) No statute, rule, regulation, executive order, decree, ruling or injunction shall exist have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which would constitute an Event prohibits the consummation of Default under any of the transactions contemplated by this Agreement. (cg) As The Company shall have delivered to Purchasers a certificate dated as of the First Closing Dateand signed by the Company's Secretary certifying, among other things, copies of the Board resolutions approving the transactions contemplated by this Agreement shall have been duly authorized, executed and delivered by the IssuerInvestment Agreements and the resolutions of the boards of directors of the Company's subsidiaries as to their entry into the Security Agreements to which they are a party, and shall be in full force true and effect on each Closing Datecorrect copies of the Company's and its subsidiary's Certificate of Incorporation and Bylaws. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (eh) The Purchaser shall have received an Opinion opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an OfficerCompany's Certificatecounsel, dated as of the respective Closing DateClosing, in the form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date attached hereto as EXHIBIT F. (i) The transactions contemplated by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. Credit Agreement (gas defined herein) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Datesconsummated. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation of the each Purchaser ------------------------- hereunder to purchase the Convertible Securities to be purchased by it on the date of the Closing is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for each Purchaser's sole benefit and pay the Purchase Price is subject may be waived by such Purchaser (with respect to it) at any time in such Purchaser's sole discretion: (i) performance by The Company shall have executed the Issuer of all its obligations under signature page to this Agreement, the Warrant and the Registration Rights Agreement and delivered the same to be performed by it on or prior to the Closing Date for such Note, Purchaser. (ii) The Company shall have delivered duly executed certificates for the Preferred Stock (in such denominations as of such Closing Date, Purchaser shall reasonably request) and the accuracy (as of their dates) of Warrant being so purchased by Purchaser at the statements of the Transaction Documents related thereto, and Closing. (iii) satisfaction of The Common Stock shall be listed on Nasdaq, the conditions set forth below to New York Stock Exchange or the extent such conditions relate to American Stock Exchange and trading in the applicable Closing Date: (a) As of each Closing DateCommon Stock shall not have been suspended by Nasdaq, no fact the New York Stock Exchange or condition shall exist under applicable lawthe American Stock Exchange, rule the SEC or regulation or interpretations thereof by any other regulatory authority which in the Purchaser's reasonable opinion would make it illegal and no de- listing or suspension shall be reasonably likely for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related theretoforeseeable future. (biv) As of each Closing Date, the The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on in all material respects as of the date when made and as if they had been of the Closing as though made on at that time and the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied in all material respects with all the covenants and agreements and conditions hereof required by any of this Agreement or the Ancillary Documents to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing Date. (e) The Closing. Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the respective Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self- regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Purchaser shall have received the officer's certificate described in Section 3.3, dated as of the Closing. (vii) Purchaser shall have received an opinion of the Company's outside legal counsel, dated as of the Closing from Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP and in form and substance reasonably satisfactory acceptable to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorizedPurchasers. (dviii) As of the First Closing Date, the Issuer shall have received a written waiver substantially The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D. --------- (ix) The Certificate of Exhibit F attached hereto. Section 4.3. If any Designation shall have been accepted for filing with the Secretary of State of the conditions specified in this Section 4 State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser and the Certificate of Designation shall not have been fulfilled in all material respects when amended, modified or rescinded. (x) The Company shall have received and as provided in this delivered to Purchaser the third amendment under its existing credit facility with Union Bank, N.A. and Bank of America (the "Credit Agreement, or if any of ") and the opinions and certificates mentioned above or elsewhere in this Security Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may bethereunder, in writing or by telephone or telecopy confirmed each case satisfactory to Purchaser in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofits sole discretion.

Conditions to the Closing. Section 4.1. (a) The obligation obligations of Sellers to consummate the Purchaser to purchase each of the Notes and pay the Purchase Price is transactions contemplated by this Agreement shall be subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it fulfillment on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) each of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (ai) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, All the representations and warranties made by the Issuer of Purchaser contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as if they had been made of the Closing Date) shall be true and correct in all material respects on and as of the respective Closing Date (Date, except as affected by transactions permitted by this Agreement and except to the extent a different date is reasonably specified in that any such Transaction Document); the Issuer representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Purchaser shall have performed and complied with in all material respects all covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer obligations of Purchaser to consummate the transactions contemplated by this Agreement shall have received an Opinion be subject to the fulfillment on or prior to the Closing Date of Counsel satisfactory each of the following conditions: (i) All the representations and warranties of Sellers contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to it, dated such the Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form be true and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled correct in all material respects when as of the date made and (having been deemed to have been made again on and as provided in this Agreement, or if any of the opinions Closing Date) shall be true and certificates mentioned above or elsewhere in this Agreement shall not be correct in all material respects satisfactory in form on and substance to as of the Purchaser with respect to Section 4.1 hereofClosing Date, or the Issuer, with respect to Section 4.2 hereof, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Sellers shall have performed and complied with in all obligations of the Purchaser material respects all covenants and agreements required by this Agreement to be performed or the Issuer, as the case may be, hereunder may be canceled at, complied with by it on or at any time prior to, to the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofDate.

Conditions to the Closing. Section 4.17.01 Conditions to the Obligations of Each Party. The obligation obligations of the Purchaser Parties to purchase each of proceed with the Notes and pay the Purchase Price is Closing are subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it satisfaction on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) all of the statements following conditions, any one or more of the Transaction Documents related theretowhich may be waived in writing, and (iii) satisfaction of the conditions set forth below in whole or in part, as to the extent a Party by such conditions relate to the applicable Closing DateParty: (a) As (i) no judgment, injunction, order or decree of each Closing Date, no fact a court or condition other Governmental Authority of competent jurisdiction shall exist under applicable law, rule be in effect which has the effect of making the transactions contemplated by this Agreement illegal or regulation otherwise restraining or interpretations thereof by any regulatory authority which in prohibiting the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any consummation of the other parties thereto transactions contemplated by this Agreement (each Party agreeing to perform use its reasonable best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted) and (ii) no material legal proceedings shall have been instituted against Seller, the Companies or Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby; provided that, Seller and Buyer shall use their respective obligations under the Transaction Documents related thereto.reasonable best efforts to have dismissed, settle or otherwise resolve such legal proceedings; (b) As (i) any waiting period applicable to consummation of each Closing Date, the representations and warranties made transactions contemplated by the Issuer in this Agreement shall be true and correct on and as if they had been made on under the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer HSR Act shall have performed expired or been terminated, and complied with (ii) all agreements Seller Governmental Approvals and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement Buyer Governmental Approvals shall have been duly authorizedfiled, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, andmade or obtained, as the case may be; provided, however, that a Party whose breach of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of its obligations under this Agreement and any related documents delivered at caused a failure to so file, make or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated obtain such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by Seller Governmental Approvals or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the IssuerBuyer Governmental Approvals, as the case may be, hereunder may shall be canceled at, or at any time prior to, deemed to have waived this condition to the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice extent of such cancellation failure; and (c) all consents, waivers and approvals listed on Schedule 7.01(c) shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofhave been obtained.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser hereunder to purchase the Shares and Warrants to be purchased by it on the Closing Date is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for Purchaser's sole benefit and pay the Purchase Price is subject to may be waived by Purchaser at any time in Purchaser's sole discretion: (i) performance by The Company shall have executed the Issuer of all its obligations under signature page to this Agreement and the Registration Rights Agreement and delivered the same to be performed Purchaser. (ii) The Company shall have delivered duly executed certificates for the Shares (in such denominations as Purchaser shall reasonably request) and Warrants being so purchased by it on Purchaser at the Closing. (iii) At or prior to the Closing Date Closing, Other Investors shall have purchased from the Company Shares and warrants for such Note, an aggregate consideration of One Million Dollars (ii$1,000,000) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below on terms substantially similar to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related theretoterms contained herein. (biv) As of each Closing DateThe ADSs, including all Shares and Warrant Shares, shall be listed on the Nasdaq and trading in the ADSs shall not have been suspended by the Nasdaq, the SEC or other regulatory authority and no de-listing or suspension shall be reasonably likely for the foreseeable future. (v) The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been of the Closing as though made on at that time and the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing Date. (e) The Closing. Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the foregoing effect that and as to such other matters as may be reasonably requested by Purchaser. (vi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated for such Closing Date have been duly authorizedby this Agreement. (dvii) As of the First Closing Date, the Issuer Purchaser shall have received the officer's certificate described in Section 3.3, dated as of the Closing and there shall be no material changes from the date of signing of this Agreement to the date of the Closing other than as a written waiver substantially result of issuance of ADSs pursuant to options, warrants and other obligations disclosed on Schedule 3.3 as of the date of this Agreement. (viii) Purchaser shall have received opinions of the Company's counsel, dated as of the Closing, in the form of Exhibit F attached heretohereto as EXHIBIT D. (ix) Intentionally Omitted. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser (x) The Company has filed a Form D with respect to Section 4.1 hereof, or the Issuer, Securities with the SEC as required under Regulation D and has provided a copy thereof to Purchaser. (xi) The Company has filed an Additional Listing Application (and no additional time is required for the effectiveness thereof) with respect to Section 4.2 hereof, this Agreement all Shares and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance Warrant Shares with the terms National Association of Securities Dealers and provisions thereofhas provided a copy thereof to Purchaser.

Conditions to the Closing. Section 4.15.1 Conditions to Each Party’s Obligation to Effect the Closing. The obligation respective obligations of the Purchaser Company and the Purchasers to purchase each of effect the Notes and pay the Purchase Price is Closing shall be subject to the satisfaction (ior waiver, if permissible under applicable Law) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (a) As (x) All conditions precedent to the closing of the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of the date hereof, by and among Revolution Lighting Technologies – Energy Source, Inc., a wholly-owned subsidiary of the Company, Energy Source, LLC and the sellers party thereto (the “Membership Interest Purchase Agreement”) shall have been satisfied or waived (to the extent permitted by Law); (y) a duly authorized officer of the Company shall have delivered a certified Closing Notice to the Purchasers; and (z) the Chief Executive Officer, the President or the Chief Financial Officer of the Company shall have certified to the Purchasers that the Company has received wire transfer instructions to transfer payment for its funding obligations as required pursuant to Membership Interest Purchase Agreement, which the Company shall execute immediately following receipt of funding from the Purchasers. 5.2 Conditions to Each Purchaser’s Obligation to Effect the Closing. The obligations of each Closing DatePurchaser to purchase and pay for the Shares shall be subject to the satisfaction (or waiver, no fact or condition shall exist if permissible under applicable law, rule Law) on or regulation or interpretations thereof by any regulatory authority which in prior to the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any Date of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto.following conditions: (ba) As Each of each Closing Date, the representations and warranties made by of the Issuer Company contained in this Agreement Article II hereof shall be true and correct in all material respects on and as of the date hereof (provided, however, that such qualification shall only apply to representations and warranties not otherwise qualified by materiality) and on and as of the Closing Date (or, if they given as of a specific date, at and as of such date) with the same effect as though such representations and warranties had been made on as of the respective Closing Date Closing, except where the failure to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Table of Contents (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer b) The Company shall have performed and complied in all material respects with all agreements covenants, agreements, obligations and conditions hereof contained in this Agreement that are required to be performed or complied with by it the Company on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreementthe Closing. (c) As The Company will have delivered to the Purchasers a certificate signed on its behalf by a duly authorized officer certifying that the conditions specified in Sections 5.2(a) and 5.2(b) hereof have been fulfilled. 5.3 Conditions to the Company’s Obligation to Effect the Closing. The obligations of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by Company to sell the Issuer, and Shares to the Purchasers shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior subject to the First Closing Date. satisfaction (eor waiver, if permissible under applicable Law) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As Date of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (a) As Each of each Closing Date, the representations and warranties made by the of each Purchaser contained in this Agreement Article III hereof shall be true and correct in all material respects on and as if they of the date hereof (provided, however, that such qualification shall only apply to representations and warranties not otherwise qualified by materiality) and on and as of the Closing Date with the same effect as though such representations and warranties had been made on as of the respective Closing DateClosing. (b) The Issuer Purchasers shall have received an Opinion of Counsel satisfactory to itperformed and complied with all covenants, dated such Closing Dateagreements, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form obligations and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere contained in this Agreement shall not that are required to be in all respects satisfactory in form and substance to performed or complied with by them on or before the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofClosing.

Conditions to the Closing. Section 4.17.1 Conditions to the Obligations of the Purchaser. The obligation obligations of Purchaser to consummate the Transactions are subject to the satisfaction of the Purchaser following further conditions: (i) the applicable waiting period under the HSR Act relating to purchase the Purchase and Sale shall have expired or been terminated; (ii) the governmental and third party notices, authorizations, consents, orders or approvals set forth on Schedule 7.1 shall have been obtained and be in effect; (iii) (A) no federal, state or foreign court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not have been adopted or promulgated any statute, rule or regulation, prohibiting the consummation of the Purchase and Sale, or, except for orders, statutes, rules and regulations of general effect, limiting or restricting Purchaser's conduct or operation of the business of the Company after the Purchase and Sale in a manner that would not have a Material Adverse Effect, and (B) no proceeding seeking to prohibit, alter or prevent the Purchase and Sale shall have been instituted by any governmental agency or authority before any court, arbitrator or governmental body, agency or official and be pending; (iv) (A) each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer Avalon Parties shall have performed in all material respects all of all its obligations under this Agreement hereunder required to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser set forth in Articles III and IV of this Agreement shall be true (disregarding all exceptions therein for materiality and correct on Material Adverse Effect) at and as of the Closing Date as if they had been made on the respective Closing Date. remade at and as of such date (bdisregarding all exceptions therein for materiality and Material Adverse Effect) The Issuer shall have received an Opinion at and as of Counsel satisfactory to itsuch date with such exceptions as would not, dated such Closing Date, substantially individually or in the form of Exhibit G attached hereto. aggregate, have a Material Adverse Effect and (cB) The Issuer Purchaser shall have received a certificate, dated as certificate signed by the Parent on behalf of the respective Closing DateAvalon Parties to the foregoing effect; (v) Purchaser shall have received (A) the documents to be delivered by Parent pursuant to Section 2.5 of the Agreement and (B) all customary documents that the Purchaser may reasonably request relating to the existence of the Avalon Companies and the Avalon Subsidiaries and the authority of each of the Avalon Parties to enter into this Agreement, all in form and substance reasonably satisfactory to it the Purchaser; (vi) all notices to and authorizations, consents, orders and approvals from applicable Franchise Authorities necessary to transfer control of Franchises in which in the aggregate the Applicable Percentage of the Basic Subscribers of the Company and its counsel to Subsidiaries are located shall have been obtained and be in effect. For purposes of this Section 7.1(vi), the effect term "Applicable Percentage" means (x) in the event that the transactions contemplated for such Closing Date have been duly authorized. occurs on or prior to November 30, 1999, ninety-percent (d90%), or (y) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, event the Closing Dates by the Purchaser occurs on or the Issuerafter December 1, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer1999, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith eighty-five percent (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement85%), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.; and

Conditions to the Closing. Section 4.1. 5.1 Conditions to Obligations of each of the Sellers The obligation obligations of each of the Sellers to effect the transactions contemplated hereby shall be, at the option of each of the Sellers, subject to fulfillment, at or prior to the Closing date, of the following additional conditions: (a) The representations and warranties of the Purchaser to purchase each contained in this Agreement shall have been true and correct in all material respects on the date such presentations and warranties were made and as of the Notes and pay Closing Date; and (b) Each of the Purchase Price is subject to (i) performance by obligations of the Issuer of all its obligations under this Agreement Purchaser to be performed by it on or prior to before the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below pursuant to the extent such conditions relate to the applicable Closing Date: (a) As terms of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by performed on or before the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered 5.2 Conditions to the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as Obligations of the First Closing Date, Purchaser The obligations of the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxeshereby shall be, fees and other governmental charges which are due and payable in connection with at the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance option of the Notes which are required Purchaser, subject to be paid by the Issuer shall have been paid by the Issuerfulfillment, at or prior to the Closing Dates. (h) As Date, of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing additional conditions: (a) As of each Closing Date, the The representations and warranties made by of each of the Purchaser Sellers contained in this the Agreement shall be have been true and correct in all material respects on the date such representations and warranties were made and as if they had been made on of the respective Closing Date.; (b) The Issuer Obligations of each of the Sellers to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have received an Opinion of Counsel satisfactory to it, dated such been duly performed on or before the Closing Date, substantially in the form of Exhibit G attached hereto.; [and (c) The Issuer Resolution of the board of the directors of the Company shall have received a certificate, dated as been made to approve the sale of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As Shares by each of the First Closing Date, Sellers contemplated hereby.] (This condition should be added if sale of shares is restricted under the Issuer shall have received a written waiver substantially in the form Articles of Exhibit F attached hereto. Section 4.3. If any Incorporation of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this AgreementCompany.), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation several obligations of the Purchaser to purchase each of the Notes and pay the Purchase Price is Underwriters hereunder are subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (a) As If a post-effective amendment to the Registration Statement is required to be filed under the Securities Act, such post-effective amendment shall have become effective, and the Representative shall have received notice thereof, not later than 5:00 P.M., New York City time, on the date of this Agreement; if applicable, the Rule 462(b) Registration Statement shall have become effective by 10:00 a.m. New York City time on the business day following the date of this Agreement; no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Closing Date, no fact or condition Issuer Free Writing Prospectus shall exist have been timely filed with the Commission under applicable law, rule or regulation or interpretations thereof by any regulatory authority which the Securities Act (in the Purchaser's case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any satisfaction of the other parties thereto to perform their respective obligations under the Transaction Documents related theretoRepresentative. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except Subsequent to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed execution and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and delivery of this Agreement, (i) (A) no event downgrading shall have occurred in the rating accorded the Notes or any other debt securities of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (B) no such organization shall have given any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change in its rating of the Notes or of any other debt securities of or guaranteed by the Company or any of its subsidiaries; and (ii) no event or condition of a type described in Section 4(l) hereof shall exist have occurred or shall exist, which would constitute an Event event or condition is not described in the Prospectus or Time of Default under Sale Information (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this AgreementAgreement and the Prospectus and Time of Sale Information. (c) As The Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the First Company, to the effect set forth in clause (b)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied on or before the Closing Date, this Agreement shall have been duly authorized, executed . The officer signing and delivered by delivering such certificate may rely upon the Issuer, and shall be in full force and effect on each Closing Datebest of his knowledge as to proceedings threatened. (d) The Issuer Representatives shall have delivered received on the Note to be purchased at such Closing Date in accordance with the terms (i) an opinion of Section 2 hereofXxxxxxx X. Xxxxxx, andEsq., as Vice President and Associate General Counsel of the First Company, dated the Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First effect set forth in Exhibit A-1, (ii) an opinion of Xxxxxxxx X. Xxxxx, Esq., Senior Vice President and General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit A-2 and (iii) an opinion of Xxxxxxx Xxxxxxx and Xxxxxxxx LLP, counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A-3. (e) The Purchaser Underwriters shall have received on the Closing Date an Opinion opinion of Counsel satisfactory to itXxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, dated such the Closing Date, substantially to the effect set forth in the forms of Exhibit E.B. (f) The Purchaser Underwriters shall have received an Officer's Certificateon the date hereof and on the Closing Date a letter, dated as of the respective Closing Datedates of delivery thereof, in form and substance reasonably satisfactory to it the Underwriters, from the Company’s independent public accountants, containing statements and its counsel information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the effect that financial statements and certain financial information contained in or incorporated by reference into the issuance, sale Prospectus and delivery Time of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorizedSale Information. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at On or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer Company shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below furnished to the extent Underwriters such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations further certificates and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, documents as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation Underwriters shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofreasonably request.

Conditions to the Closing. Section 4.1. (a) The obligation following are conditions to the Closing of the Purchaser to purchase each herein, for the benefit of the Notes and pay Purchaser, which may be waived at the Purchase Price is subject to discretion of the Purchaser: (i) performance that any and all necessary regulatory or governmental approvals required to permit the transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type, and such approvals as are required to be obtained from the AEUB or similar agency, shall have been obtained. To the extent that: (A) the approval of the AEUB in respect of the application for the transfer of the licenses for any of the Xxxxx (the "Well Licenses") is required and such approval has not been secured on or before the Closing Date; or (B) a security deposit or deposits must be made by the Issuer Vendor in respect of all securing the approval of the AEUB to the Well License transfer application and such deposits have not been made on or before the Closing Date; the Purchaser shall be satisfied, in its obligations under this Agreement sole judgement, acting reasonably, firstly that the Well Licenses transfer application will be accepted by the AEUB, and secondly that any security deposits to be performed made by it on or prior to the Closing Date for such Note, Vendor shall be made in a timely fashion; (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Vendor shall have performed and or complied in all material respects with all agreements of the terms, covenants and conditions hereof required of this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, Vendor at or prior to the Closing Dates.Date; (hiii) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by of the Purchaser Vendor contained in this Agreement shall be true in all material respects as of the Closing Date and the Vendor shall have delivered to the Purchaser a certificate of an officer of the Vendor dated the Closing Date in the form attached hereto as Schedule "H", to the effect that the representations and warranties contained in Clause 10 hereof are true and correct in all material respects; (iv) the Vendor shall have delivered the certified copy of the shareholder's special resolution approving the transaction contemplated herein in the form attached hereto as Schedule "I"; (v) the Vendor shall have executed and delivered the Conveyance Documents executed by the Vendor to the Purchaser as of the Closing Date except that the Vendor shall not be required, subject to Subclause 14(a)(vi), to have obtained signatures from Third Parties; and (vi) prior to Closing, the Vendor shall have received all Third Party consents and waivers of Rights of First Refusal, if any, affecting the Assets such that no Rights of First Refusal, remain in force at Closing; (vii) on Closing, there shall be no outstanding commitments to make capital expenditures in respect of the Assets, other than those that are set out in Schedule "D" hereto; (viii) the Purchaser shall be satisfied in its sole discretion, acting reasonably, with the terms and as if they had conditions of all contracts (not including the Joint Venture Agreement), agreements and documents affecting the Assets, including agreements for the sale, processing or transportation of Petroleum Substances and all contracts, agreements and documents relative to the rights to enter, use and occupy the surface of the Lands and the Assets; (ix) there shall be no Take or Pay Obligations or other gas contracts associated with the Assets other than described in Schedule "E" hereto; (x) the Vendor shall provide at Closing releases and registerable discharges from all parties holding security interests in the Assets, including any by 1304146 Alberta Ltd.; (xi) the Vendor shall confirm that the Assets are not subject to any agreements which include an area of mutual interest, other than pursuant to the Joint Venture Agreement; (xii) on or before Closing and in no event later than September 1, 2007, the Purchaser shall have completed an equity financing for not less than $20 million on terms and conditions satisfactory to the Purchaser in its sole discretion; (xiii) the non-convertible, absolute gross overriding royalty created by Royalty Agreement dated March 2, 2007 between POC and 1304146 Alberta Ltd. shall have been made on terminated and such royalty reconveyed to the respective Vendor prior to the Closing Date, on terms and conditions satisfactory to the Purchaser, acting reasonably; and (xiv) no substantial unrepaired physical damage to the Assets, except as shall have been consented to in writing by the Purchaser, shall have occurred between the date of execution of this Agreement and the Closing Date which, in the Purchaser's reasonable opinion, would materially adversely affect the value of the Assets, provided that none of a decrease in the market price of any Petroleum Substances, changes in the reservoir, or production of Petroleum Substances in the ordinary course of business shall be considered substantial damage for the purposes of this Subclause. The foregoing conditions shall be for the benefit of the Purchaser and may waived by the Purchaser in writing, in whole or part, at any time, provided the Purchaser may not waive the existence or operation of any Rights of First Refusal. In case any of the said conditions (i) to (xiv) inclusive shall not be complied with, or waived by the Purchaser, at or before the Closing Date, the Purchaser may rescind or terminate this Agreement by written notice to the Vendor. (b) The Issuer following are conditions to the Closing of the sale herein, for the benefit of the Vendor, which may be waived at the discretion of the Vendor: (i) that any and all necessary regulatory or governmental approvals required to permit the transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type and such approvals as are required to be obtained from the AEUB or similar agency, shall have received been obtained. To the extent that: (A) the approval of the AEUB to the application for the transfer of the Well Licenses is required and such approval has not been secured on or before the Closing Date; or (B) a security deposit or deposits must be made by the Purchaser in respect of securing the approval of the AEUB to the Well License transfer application and such deposits have not been made on or before the Closing Date; the Vendor shall be satisfied, in its sole judgement, acting reasonably, firstly that the Well Licenses transfer application will be accepted by the AEUB, and secondly that any security deposits to be made by the Purchaser shall be made in a timely fashion; (ii) that TSXV Approval and any and all regulatory or governmental approvals required by Applicable Laws in respect to the issuance of the Shares by the Purchaser to the Vendor shall have been obtained; (iii) the Purchaser shall have performed or complied in all material respects with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Closing Date; (iv) the Purchaser shall have tendered to the Vendor the Adjusted Purchase Price in the manner provided for in Clause 5; (v) the representations and warranties of the Purchaser outlined in this Agreement shall be true in all material respects at and as of the Closing Date and the Purchaser shall have delivered to the Vendor a certificate of an Opinion officer of Counsel satisfactory to itthe Purchaser, dated such the Closing Date in the form attached hereto as Schedule "H", to the effect that the representations and warranties contained in Clause 12 hereof are true and correct in all material respects; and (vi) the Purchaser shall have executed and delivered to the Vendor at least one copy of the Conveyance Documents tendered by the Vendor. The foregoing conditions shall be for the benefit of the Vendor and may be waived by the Vendor in writing, in whole or part, at any time, provided the Vendor may not waive the existence or operation of any preferential right to purchase any of the Assets. In case any of the said conditions (i) to (vi) inclusive shall not be complied with, or waived by the Vendor, at or before the Closing Date, substantially in the form of Exhibit G attached heretoVendor may rescind or terminate this Agreement by written notice to the Purchaser. (c) The Issuer Purchaser and the Vendor shall have received proceed diligently and in good faith and use commercially reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent. If there is a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory condition precedent that is to it and its counsel be satisfied or complied with prior to the effect that Closing Time, and if, by the transactions contemplated for such Closing Date time the condition precedent is to be satisfied or complied with, the Party whose benefit the condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied with, the condition precedent shall be conclusively deemed to have been duly authorizedsatisfied or complied with. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser hereunder ------------------------- to purchase the Shares of Series A Preferred Stock and the Common Stock Warrant to be purchased by it on the Closing Date is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for the Purchaser's sole benefit and pay the Purchase Price is subject to (i) performance may be waived by the Issuer of all its obligations under this Agreement to be performed by it on or prior to Purchaser at any time in the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing DatePurchaser's sole discretion: (a) As of each Closing DateThe Company shall have executed this Agreement, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Common Stock Warrant and the Registration Rights Agreement and delivered the same to the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As The Company shall have delivered at the Closing one or more duly executed certificate representing the Shares of each Closing DateSeries A Preferred Stock, in such denominations as the Purchaser shall request. (c) The Common Stock shall be designated for quotation and listed on the Nasdaq National Market or the New York Stock Exchange and trading in the Common Stock shall not have been suspended by the SEC or the Nasdaq National Market or the New York Stock Exchange, as the case may be nor shall suspension by the SEC or the Nasdaq National Market or the New York, Stock Exchange, as the case may be, be threatened either in writing or by falling below the minimum listing maintenance requirements of the Nasdaq National Market or New York Stock Exchange, as the case may be and no de-listing or suspension shall be reasonably likely in the judgment of the Purchaser for the foreseeable future. (d) The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been made on of the respective Closing Date (except to for those that address matters as of a particular date, which need only be true as of such date) as though made at that time and the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing, except where the breach of such representation, warranty or covenant would not have a Material Adverse Effect. The Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (e) The Purchaser No statute, rule, regulation, executive order, decree, ruling or injunction shall have received an Opinion been enacted, entered, promulgated or endorsed by any court or governmental authority of Counsel satisfactory to it, dated such Closing Date, substantially in competent jurisdiction or any self-regulatory organization having authority over the forms matters contemplated hereby which prohibits the consummation of Exhibit E.any of the transactions contemplated by this Agreement. (f) The Purchaser shall have received an Officer's Certificateopinion of the Company=s counsel, dated as of the respective Closing, in the form attached hereto as Exhibit D. --------- (g) The Certificate of Designations shall have been accepted for filing with the Secretary of State of the State of Delaware and a copies thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser and the Certificate of Incorporation and the Certificate of Designations shall not have been amended, modified or rescinded after the date of its filing and acceptance. (h) The Company shall have filed all notices, including, without limitation, the application for listing of the Conversion Shares and the Warrant Shares, as required under the rules of NASD or shall have obtained an effective waiver of such requirements and the Conversion Shares and Warrant Shares shall have been approved for listing, subject to official notice of issuance, on the Nasdaq National Market. (i) On or prior to the Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in form and substance reasonably satisfactory to it and its counsel to the trading of securities generally on the Nasdaq National Market or the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war; or (iv) a change in international, political, financial or economic conditions, if the effect that of any such event, in the issuance, sale and delivery judgment of the Note being issued at such Closing Date by Purchaser, makes it impracticable or inadvisable to proceed with the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf purchase of the Issuer shares of Series A Preferred Stock and the Common Stock Warrant on the terms and in the manner contemplated in this Agreement and in the other Investment Agreements. (j) On the Closing Date, the Company shall have reimbursed the Purchaser for the Purchaser's Expenses incurred in connection with the transactions contemplated for such Closing Date have been duly authorizedby this Agreement (including reasonable fees and disbursements of the Purchaser's legal counsel) as provided in Section 4.9 hereof. (gk) Any taxes, fees and other governmental charges which are due and payable in connection with On the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer Purchaser shall have received a written waiver substantially in six month lock-up agreement, dated the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, from Xxxxxxxxx X. Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxx Xxxxx and Xxxxx X. Xxxx in substantially the representations and warranties made by form as attached in Exhibit E. --------- (l) Prior to the Purchaser in this Agreement shall be true and correct on and as if they had been made opening of trading on the respective Closing Date. (b) The Issuer Nasdaq National Market on August 11, 2000, the Company shall have received an Opinion issued a press release of Counsel satisfactory to itits financial results for the fourth quarter and fiscal year ended June 30, dated such Closing Date, substantially in the form of Exhibit G attached hereto2000. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser herein to purchase each of and pay for the Notes to be sold to the Purchaser on the Closing Date, and pay the Purchase Price obligation of each party to consummate the transactions contemplated hereby is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it fulfillment, on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (a) As of each Closing DateEach Borrower, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have each performed and complied with all agreements of its obligations contained in this Agreement and conditions hereof the other Transaction Documents required to be performed or complied with by it on prior to or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of upon the First Closing Date, this and at the time thereof, after giving effect to the issuance and sale of the Notes, the Trust Agreement shall have been duly authorized, executed and delivered by the Issuer, and other Transaction Documents shall be in full force and effect on and no condition or event shall exist that constitutes or that, after notice or lapse of time or both, would constitute an Event of Default thereunder. (b) All corporate and other proceedings in connection with the transactions contemplated by the Transaction Documents, all documents and instruments incident to such transactions and all proceedings under the Trust Agreement, shall be satisfactory to the Purchaser and the Trustee, and the Purchaser and the Trustee shall have received all such counterpart originals or certified or other copies of such documents as the Purchaser and the Trustee may reasonably request. (c) The Purchaser, the Borrowers and the Trustee shall have each Closing Datereceived executed copies of the Transaction Documents in a form acceptable to such Purchaser, the Borrowers and the Trustee. (d) The Issuer Purchaser shall have delivered received opinions from counsel for the Note Trustee with respect to be purchased at matters as the Purchaser may reasonably request, addressed to such Closing Date in accordance with the terms of Section 2 hereofPurchaser, and, dated as of the First Closing Date, the Purchaser Date and the Issuer shall each have received a fully executed counterpart original otherwise reasonably satisfactory in substance and any required conformed copies of this Agreement and any related documents delivered at or prior form to the First Closing Datesuch Purchaser. (e) The Purchaser shall have received an Opinion such additional certificates, instruments and other documents, including without limitation certified copies of Counsel satisfactory resolutions adopted by the Borrowers and the Trustee as such Purchaser may reasonably request, including, without limitation, to it, dated such Closing Date, substantially in evidence the forms authority of Exhibit E.the Trustee to act under the Trust Agreement. (f) The Purchaser shall have received an Officer's CertificateAll fees, dated as of the respective Closing Date, in form charges and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable taxes in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale registration, recordation, filing or publication of any Transaction Document and performance any other agreement or instrument, financing statement or any publication of the Notes which are notice required to be paid by executed, delivered, registered, recorded, filed or published to protect the Issuer validity and priority of the assignments, liens and pledges in the Transaction Documents shall have been paid in full by the Issuer, at or prior to the Closing DatesBorrowers. (hg) As of the First Closing Date, the Issuer A PPN issued by Standard & Poor’s CUSIP Service Bureau shall have received a written waiver substantially in been obtained for the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made Note by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing DateBorrowers. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation All obligations of each Stockholder hereunder to take the Purchaser actions contemplated by this Agreement and otherwise take the action necessary to purchase consummate the Closing, are subject to the fulfillment of each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (a) As The final terms and conditions of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other Ancillary Agreements shall have been agreed upon by each of the parties thereto to perform their respective obligations under the Transaction Documents related signatories thereto.; (b) As of each Closing DateAll actions, the representations proceedings, instruments, opinions and warranties made by the Issuer in documents required to carry out this Agreement and the Ancillary Agreements or incidental hereto or thereto, and all other related legal matters, shall be true and correct on and as if they had been made on reasonably satisfactory to the respective Closing Date (except to legal counsel of the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement.Parties; (c) As of the First Closing DateAll other terms, this Agreement shall have been duly authorized, executed covenants and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance conditions of this Agreement and the execution, delivery, sale and performance of the Notes which are required Ancillary Agreements to be paid complied with and performed by the Issuer respective parties hereto and thereto prior to or at the Closing shall have been paid complied with and performed in all material respects (with the right of such parties in compliance with such terms, covenants and conditions to waive the non-compliance by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized.other Party); (d) As of the First Closing DateNo action, the Issuer suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If been instituted or threatened to restrain, prohibit or invalidate any of the conditions specified in transactions contemplated by this Section 4 shall not have been fulfilled in all material respects when and as provided in Agreement or any Ancillary Agreements; (e) All Governmental Approvals required for the performance by each Party of this Agreement, or if any including the execution and delivery of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to Ancillary Agreements, the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations consummation of the Purchaser transactions herein or therein contemplated and the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice fulfillment of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance compliance with the terms and provisions conditions hereof and thereof, by either Party shall have been obtained, and all filings and other formalities completed; and (f) All consents and approvals of third parties required for the performance by each Party and the Ancillary Agreements, the consummation of the transactions herein or therein contemplated and the fulfillment of and compliance with the terms and conditions hereof and thereof, shall have been obtained or valid waivers or consents obtained. Neither Party shall deliberately cause any condition set forth in this Article XI not to be satisfied, and each Party shall, as to events, causes and circumstances within its control, take such action as shall be reasonably necessary to cause such condition to be satisfied and shall keep the other Party currently informed as to the status of such actions. In the event the Closing takes place, each Party shall be deemed to have represented and warranted to the other Party as of the Closing Date that all of the aforementioned conditions precedent to such Party's obligations hereunder shall have been fulfilled prior to or as of the Closing Date.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser to purchase each consummate the transactions contemplated herein at the Closing are subject to the satisfaction (or waiver by the Purchaser) of the Notes and pay the Purchase Price is subject to following conditions: (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by of the Issuer Company contained in this Agreement shall be true and correct on and as if they had been made on of the respective Closing Date (except to date of the extent a different date is reasonably specified in any such Transaction Document)Closing; the Issuer Company shall have performed performed, satisfied and complied with all agreements covenants, agreements, and conditions hereof required by this Agreement to be performed performed, satisfied or complied with by it on at or before each Closing Date; and the Closing, no event Event of Default shall have occurred and no condition be continuing on the date of the Closing, nor shall exist which would constitute an Event of Default under this Agreement. (c) As result from or exist after giving effect to the purchase and sale of the First Closing Date, this Agreement shall have been duly authorized, executed Notes and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as consummation of the First Closing Date, the Purchaser transactions contemplated hereby; and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion a certificate of Counsel satisfactory the Chief Executive Officer of the Company dated the date of the Closing to itsuch effect; (ii) all consents, dated approvals, authorizations, exemptions and waivers from Governmental Entities that shall be required in order to enable the Purchaser to consummate the transactions contemplated hereby shall have been obtained (except for such Closing Dateconsents, substantially approvals, authorizations, exemptions and waivers, the absence of which would not prohibit consummation of such transactions or render such consummation illegal); (iii) there shall not have been issued any injunction, order or other decree or enacted any Law which prevents the consummation of the transactions contemplated by any of the Transaction Documents; (iv) there shall not have been instituted, pending or threatened any action, suit or proceeding by or before any court or Governmental Entity (A) which may be reasonably expected to enjoin consummation of the transactions contemplated by any of the Transaction Documents or (B) otherwise affecting the Purchaser, the Company or any of their respective subsidiaries or affiliates which may reasonably be expected to have a material adverse effect on the Purchaser or a Material Adverse Effect; (v) there shall not have occurred after November 30, 1996 any material adverse change or any development involving a prospective material adverse change (including as a result of any change in the forms of Exhibit E.Law) which has caused or is reasonably likely to cause a Material Adverse Effect except for those disclosed in Schedule 3.5; (fvi) The Purchaser Xxxxxx & Xxxxxxxxx LLP, counsel to the Company, shall have received delivered to the Purchaser an Officer's Certificate, opinion dated as the date of the respective Closing DateClosing, in form and substance reasonably satisfactory to it and its counsel the Purchaser, with respect to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer matters set forth in EXHIBIT B hereto; (vii) all corporate proceedings taken in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxeshereby, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior all documents necessary to the Closing Dates. (h) As of the First Closing Dateconsummation thereof, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser and counsel to the Purchaser, and the Purchaser shall have received a copy (executed or certified as may be appropriate) of all documents or corporate proceedings taken in connection with respect to Section 4.1 hereofthe consummation of said transactions, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations including a certificate of the Company in the form of EXHIBIT C hereto. (viii) the Company shall have executed and delivered the registration rights agreement in the form of EXHIBIT D hereto (the "REGISTRATION RIGHTS AGREEMENT"); (ix) a person designated by Purchaser who is a bona fide employee or regular consultant to Purchaser or any of its Affiliates or another person reasonably acceptable to the Issuer, Company (the "ORIGINAL PURCHASER DESIGNEE") shall have been appointed to the Board of Directors of the Company as the case may be, hereunder may be canceled at, or at any time prior to, Purchaser Designee effective as of the Closing Dates to fill a vacancy created by enlarging the Purchaser or size of the Issuer, as Board of Directors; (x) the case may be. Notice of such cancellation Company shall be given have delivered to the Purchaser or internal management statements for each of the Issuertwo months ended October 31, as 1997, prepared in a manner consistent with management statements for prior periods included in the case may be, in writing or Company's reports to the SEC (the "INTERNAL STATEMENTS"); and (xi) the Company shall have paid all Expenses payable by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Company pursuant to Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof13.10.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser ------------------------- hereunder to purchase the Convertible Securities and the Warrant to be purchased by it on the Closing Date is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for the Purchaser's sole benefit and pay the Purchase Price is subject to (i) performance may be waived by the Issuer of all its obligations under this Agreement to be performed by it on or prior to Purchaser at any time in the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing DatePurchaser's sole discretion: (a) As of each Closing DateThe Company shall have executed the signature page to this Agreement, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Warrant and the Registration Rights Agreement and delivered the same to the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing DateThe Company shall have delivered a duly executed Note (in such denominations as the Purchaser shall request) being so purchased by the Purchaser at the Closing. (c) The Common Stock, including all Conversion Shares and Warrant Shares, shall be listed on The Nasdaq Small Cap Market and the Company shall use its best efforts to become listed on the Nasdaq National Market System or the New York Stock Exchange (individually or collectively, "Exchange") and trading in the Common Stock shall not have been suspended by the Exchange, the SEC or any other regulatory authority and no de- listing or suspension shall be reasonably likely to occur in the judgment of the Purchaser for the foreseeable future. (d) The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been of the Closing as though made on at that time and the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing. The Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (e) The Purchaser No statute, rule, regulation, executive order, decree, ruling or injunction shall have received an Opinion been enacted, entered, promulgated or endorsed by any court or governmental authority of Counsel satisfactory to it, dated such Closing Date, substantially in competent jurisdiction or any self- regulatory organization having authority over the forms matters contemplated hereby which prohibits the consummation of Exhibit E.any of the transactions contemplated by this Agreement. (f) The Purchaser shall have received an Officerthe officer's Certificatecertificate described in Section 3.3, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorizedClosing. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificateCompany's counsel, dated as of the respective Closing DateClosing, in the form and substance reasonably satisfactory attached hereto as Exhibit E. --------- (h) The Company's transfer agent has agreed to it and its counsel act in accordance with irrevocable instructions in the form attached hereto as Exhibit F. --------- (i) [intentionally omitted] (j) No event has occurred which constitutes an Event of Default (as defined in the Note) or an event of default under any capitalized lease or which would constitute an Event of Default or an event of default under any capitalized lease with notice or the passage of time or both which have not been cured or waived to the effect that satisfaction of the transactions contemplated for such Closing Date have been duly authorizedPurchaser. (dk) As The Company has timely filed an application for listing of additional shares as required under the First Closing Date, the Issuer shall have received a written rules of Nasdaq or has obtained an effective waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofrequirement.

Conditions to the Closing. Section 4.18.1 Sequoia's Conditions to the Consolidation and the Liquidation. The obligation obligations of Sequoia to consummate the Closing of the Purchaser Consolidation and the Liquidation shall be subject to purchase the satisfaction at or prior to Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, by Sequoia: (a) FNB shall have complied in all material respects with each of the Notes its covenants and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement agreements contained herein to be performed by it on at or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as and each of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer of FNB contained in this Agreement shall be true and correct on and in all material respects as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed at and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date.; (b) The Issuer FNB shall have received an Opinion of Counsel satisfactory delivered to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received Sequoia a duly authorized and signed officer's certificate, dated as of the respective Closing Date, certifying (i) as to the matters specified in form Section 8.1(a), and substance reasonably satisfactory that (ii) FNB, to it and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Branches as FNB has deemed appropriate; (c) All consents, approvals and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing, including the Consolidation, the Liquidation, the Stock Purchase, the Bank Merger and the Branch Authorization, shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that Sequoia in good faith determines to be materially burdensome upon the business of Sequoia or upon the consummation of the transactions contemplated hereby (the satisfaction of all of the foregoing with respect to any such transaction, a "Regulatory Clearance"), and provided further that notwithstanding the foregoing, if a Regulatory Clearance is obtained with respect to the Consolidation and the Liquidation on or before April 15, 2005, Sequoia shall be willing, upon request, to waive each other Regulatory Clearance; (d) There shall not be in effect any nonappealable final order, decree or judgment of any court or governmental body having competent jurisdiction that would be violated by consummation of the transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such material pending or threatened action, proceeding or investigation, no party shall decline to proceed with the Closing pending final resolution thereof without exercising its counsel commercial best efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; (e) Shareholders of Sequoia holding in the aggregate no more than fifteen percent (15%) of the outstanding Shares at the Effective Time shall have voted such Shares against the Consolidation and delivered a written notice of dissent from the Consolidation; and (f) The Sequoia Board of Directors shall have received an opinion of Keefe, Bruyette & Woods, Inc., dated the date of this Agreement and thx xxxe xx xxxxxng (xx x date within three (3) business days prior to the date of mailing) the shareholder meeting materials contemplated by Section 5.1(d), to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially Merger Consideration in the form Merger is fair, from a financial point of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 view, to Sequoia shareholders, and such opinion shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any withdrawn by the Effective Time of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofMerger.

Conditions to the Closing. 6.2.1. Notwithstanding anything to the contrary contained within this Agreement, the obligation of Seller to close in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions listed in this Section 4.1. The obligation 6.2.1 (collectively, the “Seller Closing Conditions”), provided that Seller, at its election, evidenced by written notice delivered to Purchaser at or prior to the Closing, may waive all or any of the Seller Closing Conditions: (A) Purchaser shall have executed and delivered, and/or caused there to be executed and delivered (duly acknowledged if appropriate), to the Title Company all of the Purchaser to purchase each Closing Documents and shall have paid and delivered the balance of the Notes Purchase Price in accordance with Section 3.3.2 of this Agreement and all of the other Purchaser Funds, each in accordance with the Escrow & Closing Instruction Agreement and the terms and conditions of this Agreement; (B) All representations and warranties made by Purchaser in this Agreement shall have been true and correct in all material respects as of the Effective Date, and shall be true and correct as of the Closing as though made on and as of the Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct in all material respects as of such date); (C) no decision, order, decree, or similar ruling shall have been issued (and remain in effect) restraining or enjoining the transactions contemplated by this Agreement, to the extent that none of Seller nor any of Seller’s affiliates, agents, or representatives shall have intentionally caused or colluded with the party(ies) who caused such issuance to occur; (D) Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the date of Closing; (E) No law shall have been enacted that would make illegal or invalid otherwise prevent the Closing of the transactions contemplated under this Agreement. 6.2.2. Notwithstanding anything to the contrary contained within this Agreement, the obligation of Purchaser to close and pay the Purchase Price is subject expressly conditioned upon the fulfillment by and as of (or, if required, prior to) the Closing Date of each of the conditions listed in this Section 6.2.2 (collectively, the “Purchaser Closing Conditions” and, together with the Seller Closing Conditions, the “Closing Conditions”), provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may waive any or all of the Purchaser Closing Conditions in its sole discretion: (A) Seller shall have executed and delivered, and/or caused there to be executed and delivered (duly acknowledged if appropriate), to the Title Company all of the Seller Closing Documents, and shall have paid and delivered the Seller Funds, if any, each in accordance with the Escrow & Closing Instruction Agreement and the terms and conditions of this Agreement; (B) all representations and warranties made by Seller in this Agreement shall have been materially true and correct when initially made and as of the Closing as though made on and as of the Closing (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date). In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any changed facts or circumstances (“Changes”) that: (i) occur between the Effective Date and the date of Closing and is expressly permitted under the terms of this Agreement (in which case Seller’s representation or warranty shall be deemed modified to reflect such change that was permitted under the terms of this Agreement); (ii) occur between the Effective Date and the date of Closing and (A) individually or in the aggregate do not materially and adversely affect (1) the performance by the Issuer Seller of all its obligations under hereunder, (2) the consummation or validity of this Agreement or the transactions contemplated hereby, (3) the Property, access thereto and/or title thereto, or (4) Purchaser's rights and obligations hereunder, Purchaser's proposed use of Property and Purchaser's costs and expenses to be performed by it on achieve that use (all Changes described in (i) or (ii) inclusive, the “Non-Default Changes”). Seller shall have the right to amend its representations and warranties from time to time promptly upon receiving knowledge of such Non-Default Changes prior to the Closing Date for by providing a copy of an amendment describing such NoteNon-Default Changes to Purchaser, in which event a Seller’s Default shall not exist, and this Purchaser's Closing Condition shall be deemed satisfied. In the event that Seller amends its representations and warranties promptly upon receiving knowledge of any Change that does materially and adversely affect the matters in clause (ii) (1) through (4) above, then, except as provided below with respect to Default Changes, Purchaser shall have the right to either (a) proceed to Closing in accordance with this Agreement or (b) terminate this Agreement in which event the Termination Provisions shall apply. For purposes of such Closing Datethis Section 6.2.2(B), Changes to the accuracy representations or warranties shall be deemed “Default Changes” if (X) the Change was within Seller’s reasonable control to prevent, (Y) the Change does not qualify as of their dates) of the statements of the Transaction Documents related theretoa Non-Default Change, and (iiiZ) satisfaction Purchaser’s actual damages will exceed One Million Dollars ($1,000,000.00) as a direct result of the conditions set forth below Changes if the Purchaser elects to proceed with the Closing. In the event Purchaser is able to establish that there has been a Default Change to any Seller representation or warranty that Seller has not cured prior to the expiration of the Seller’s Default Cure Period, then Purchaser shall have the right to either (i) proceed to Closing in which event the Purchase Price shall be reduced by the aggregate amount of Purchaser's estimated damages but in no event shall the credit (the “Purchase Price Credit”) to the Purchase Price issued on the Closing Statement equal more than Five Hundred Thousand Dollars ($500,000.00), and Seller shall not be liable to Purchaser for any further adjustments, losses, or damages, or (ii) terminate this Agreement in which event the Termination Provisions shall apply. By way of clarification but without limiting the rights of Purchaser pursuant to this Section 6.2.2(B), a Change that results from the acts or omissions of Elmsford 1705 or which is beyond the reasonable control of Seller to prevent, even though it may be materially adverse to Purchaser, the Property, or the transaction contemplated by this Agreement, shall constitute a Non-Default Change and be subject to Section 6.1.2 of this Agreement (including the right to terminate this Agreement and the Termination Provisions shall apply). (C) no decision, order or similar ruling shall have been issued (and remain in effect) restraining or enjoining the transactions contemplated by this Agreement, to the extent that none of Purchaser nor any of Purchaser’s affiliates, agents, or representatives shall have intentionally caused or colluded with the party(ies) who caused such conditions relate issuance to occur; (D) subject to Section 4.3, all Mandatory Removal Items have been removed such that the Title Company shall be irrevocably committed to issue the Title Policy to Purchaser (subject to the applicable Closing Date:payment of the premium therefor) insuring the leasehold interest to the Leasehold Parcel and the fee interest in the Fee Parcel subject only to the Permitted Exceptions, and otherwise pursuant to the terms and conditions of this Agreement; (aE) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Seller shall have performed and complied with all agreements applicable requirements under the Ground Lease pertaining to the transfer, conveyance and conditions hereof required assignment to be performed or complied with by it on or before each Closing Date; Purchaser of all of Seller’s right, title and no event shall have occurred interest in and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of to the First Closing DateGround Lease, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and Ground Lease shall be in full force and effect effect, and there shall be no default thereunder, and Elmsford 1705 shall have executed and delivered to Purchaser (i) the Elmsford 1705 Estoppel Certificate and Waiver, (ii) a recognition agreement executed by Elmsford 1705 and Elmsford 1705's lender in favor of Purchaser's lender on each Closing Date.terms reasonably acceptable to Purchaser's lender if required by Purchaser's lender, (iii) if requested by Purchaser's lender, an intercreditor agreement between Elmsford 1705’s lender and Purchaser’s lender (collectively, such recognition agreement and intercreditor agreement are referred to as the "Recognition Agreements"), and (iv) a waiver by Elmsford 1705 of its right of first offer pursuant to the Easement Agreement; (dF) The Issuer the BBB Sublease shall be in full force and effect, there shall be no uncured default thereunder and no conditions that with notice or the passage of time would be a default, BBB shall have executed and delivered to Purchaser a Tenant Estoppel Certificate and the Note Termination Agreement, and BBB shall have paid the Termination Fee into escrow with the Title Company pursuant to an escrow agreement in which BBB unconditionally agrees that the Termination Fee shall be released at Closing and upon delivery to BBB by the Title Company of a fully executed Termination Agreement; (G) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, performed and observed by Seller prior to and as of the First Closing Datedate of Closing; (H) Seller shall deliver the Property in substantially the same condition as it was at the Expiration Date (subject however to Section 5.1 and subject to Seller’s obligations under Section 5.3.5), excepting reasonable use and wear thereof and also excepting any condition at the Property that has been caused by the acts or omissions of Purchaser and/or its agents and representatives; and (I) the Termination Agreement shall be fully executed by the Purchaser at Closing and by BBB prior to Closing and approved by the Seller and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of Purchaser. Notwithstanding anything contained in this Agreement and any related documents delivered at or prior Section 6.2.2 to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to itcontrary, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as event Seller is obligated to make any payments in order to satisfy any of the respective foregoing Purchaser Closing DateConditions, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below then to the extent that Seller directs the Title Company, in writing, to cause to be delivered from the Purchase Price the full amount of any such conditions relate payment(s) to the applicable Closing Date: party entitled to receive same (including, without limitation, with respect to (a) As of each Closing Date, the representations amounts required to remove any Mandatory Removal Items and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion sums of Counsel satisfactory to itmoney due from Seller under this Agreement, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a which written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 direction shall not have been fulfilled modified, rescinded or revoked, such obligation to make such payment shall be deemed satisfied in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates full by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofSeller.

Conditions to the Closing. Section 4.1. The 9.1 Notwithstanding anything to the contrary contained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the Purchaser to purchase fulfillment by and as of the Closing Date of each of the Notes and pay the Purchase Price is subject conditions listed below, provided that Seller, at its election, evidenced by notice delivered to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on Purchaser at or prior to the Closing Date for such NoteClosing, (ii) as may waive any of such Closing Date, the accuracy (as of their dates) conditions: 9.1.1 Purchaser shall have executed and delivered to Seller all of the statements documents, shall have paid all sums of the Transaction Documents related thereto, money and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact shall have taken or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note caused to be issued at such Closing Date, or for the Issuer or any taken all of the other parties thereto to perform their respective obligations under the Transaction Documents related theretoaction required of Purchaser in this Agreement. (b) As of each Closing Date, the 9.1.2 All representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on in all material respects as of the Closing Date. 9.2 Notwithstanding anything to the contrary contained herein, the obligation of Purchaser to close title and pay the Purchase Price in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions listed below, provided that Purchaser, at its election, evidenced by notice delivered to Seller at or prior to the Closing, may waive all or any of such conditions: 9.2.1 Seller shall have executed and delivered to Purchaser all of the documents required to be delivered by Seller at the Closing and shall have taken all other action required of Seller at the Closing. (a) All representations and warranties made by Seller in this Agreement (each a “Seller Representation” and collectively, “Seller Representations”) shall be true and correct in all material respects as of the Closing Date, except to the extent the facts and circumstances underlying such representations and warranties may have changed as of the Closing; provided, however, that if they had been made on the respective Closing DateDate any of Seller Representations are not true and correct in all material respects, Purchaser shall in any event be required to close hereunder and pay the Purchase Price to Seller unless the breach of any Seller Representations will have, in the aggregate, a “material adverse effect” and in such event, Purchaser shall be entitled, at its option and in its sole discretion, (i) to seek recovery of its actual damages on account of such breach, up to, but not in excess of, the Seller Liability Cap (as hereinafter defined), in which event Purchaser shall be required to close hereunder, or (ii) terminate this Agreement. As used herein, a “material adverse effect” shall be deemed to have occurred if by reason of such misrepresentation the fair market value of the Property is decreased by more than three percent (3%) of the Purchase Price. For purposes hereof, a Seller Representation shall not be deemed to have been breached if the Seller Representation is not true and correct in all material respects as of the Closing Date by reason of changed facts or circumstances which: (i) pursuant to the terms of this Agreement are permitted to have occurred; or (ii) did not arise by reason of a breach of any covenant made by Seller under this Agreement. (b) The Issuer Notwithstanding the provisions of Section 9.2.2(a) of this Agreement, Purchaser shall have received an Opinion no right to terminate this Agreement pursuant to the provisions of Counsel satisfactory this Section 9.2.2 as a result of the untruth of any Seller’s Representation if, within ten (10) days after the delivery of Purchaser’s notice terminating this Agreement, Seller delivers written notice to it, dated such Closing Date, substantially Purchaser of Seller’s intention to cure (which cure may be in the form of Exhibit G attached heretoa credit allowed by Seller against the Purchase Price), in which event Purchaser’s notice of termination shall be tolled and Seller shall endeavor to cause such untrue Seller’s Representation to be corrected at or before Closing (and Seller shall be entitled to adjourn the Closing Date one or more times (but for not more than ninety (90) days in the aggregate) to effectuate such cure). If Seller fails to effectuate such cure on or before the Closing Date (as same may have been adjourned), then Purchaser shall have the right at Closing, as Purchaser’s sole remedy (Purchaser specifically waiving any right to bring an action against Seller for damages arising from Seller’s Representation which was untrue and discovered by Purchaser prior to Closing), to either: (i) terminate this Agreement by notice in writing to Seller, in which event (subject to the provisions of this Section 9.2.2(c)) the Downpayment shall be returned to Purchaser and this Agreement shall thereafter terminate and be of no further force or effect other than with respect to those provisions that expressly survive termination of this Agreement; or (ii) to seek recovery of its actual damages (but in no event shall such recovery include, nor shall Seller be liable for, consequential, speculative or punitive damages) on account of such breach, up to, but not in excess of, the Seller Liability Cap (as hereinafter defined) and accept title to the Property without any abatement of the Purchase Price. (c) The Issuer shall have received a certificate, dated as of If: (i) prior to the respective Closing Date, Purchaser delivers notice to Seller that any Seller’s Representations are false in form any material and substance reasonably satisfactory adverse respect as hereinabove provided; and/or (ii) on the date to it and its counsel which Seller adjourns the Closing pursuant to Section 9.2.2(b) above, Purchaser delivers notice to Seller that Seller has failed to cure the relevant untrue Seller’s Representations, then Purchaser shall be required to elect one of the remedies set forth in Section 9.2.2(b) above prior to the effect that the transactions contemplated for such Closing Date and if Purchaser fails to make such an election same shall conclusively mean that Purchaser has determined to proceed under clause (i) of Section 9.2.2(b) above. Without limitation of the foregoing, on or before the earlier to occur of (x) the Closing Date or (y) the date that is ten (10) days after the date that Purchaser has actual knowledge prior to Closing that any of Seller’s Representations are untrue in any material respect, Purchaser shall deliver notice thereof to Seller stating whether Purchaser desires to proceed in respect thereof under clause (i) or clause (ii) of Section 9.2.2(b) above. In the event that Purchaser fails to so notify Seller of any such untrue Seller’s Representation(s) and/or Purchaser’s desire to proceed under clause (i) or clause (ii) of Section 9.2.2(b) above within such ten (10) day (or shorter) period, then Purchaser shall be deemed to have been duly authorizedwaived Purchaser’s right to terminate this Agreement and/or assert the untruth of such representation against Seller pursuant to the terms hereof. Without limitation of the foregoing, in the event that Purchaser has actual knowledge prior to Closing that any of Seller’s Representations are untrue in any material respect prior to the Closing Date and nonetheless proceeds to Closing without making a claim under this Section 11.3, then same shall be deemed to be a waiver by Purchaser of any further right to make a claim arising out of such untrue nature of such Seller’s Representation(s). (d) As During the Survival Period, Seller shall have no liability to Purchaser for a misrepresentation or breach of a representation or warranty hereunder, if: (i) Purchaser does not provide to Seller written notice of a claim of misrepresentation or breach occurring on or prior to the expiration of the First Survival Period; (ii) Purchaser had actual knowledge of the misrepresentation or breach prior to the consummation of Closing; or (iii) the aggregate amount of all claims by Purchaser for misrepresentation or breach of warranty is less than Two Hundred Fifty Thousand Dollars ($250,000.00); provided, however, that if such claims equal or exceed Two Hundred Fifty Thousand Dollars ($250,000.00), in the aggregate, Purchaser shall have the right to prosecute such claims in the full amount thereof, and not just in the amount by which such claims exceed Two Hundred Fifty Thousand Dollars ($250,000.00). The maximum amount of liability that Seller shall have under any circumstance for a misrepresentation or other breach of a representation or warranty, and any liability under any other document or instrument delivered by Seller in connection with the update at Closing Dateof Seller’s representations and warranties contained herein) shall not exceed the total amount of One Million Dollars ($1,000,000.00) in the aggregate (the “Seller Liability Cap”); provided, however, the Issuer Seller Liability Cap shall not apply with respect to the correction of errors related to computations and calculations pursuant to Section 6.1. As security for Seller’s post-Closing liabilities with respect to the representations and warranties of Seller contained in this Agreement during the Survival Period, at Closing, Seller shall deposit in escrow with the Title Company an amount equal to the Seller Liability Cap (the “Post-Closing Escrow”), which Post-Closing Escrow shall be held pursuant to the terms and conditions of the escrow agreement annexed hereto as Exhibit 9.2.2(c) (the “Post-Closing Escrow Agreement”) during the Survival Period. Purchaser shall have received the right to make a written waiver substantially claim against the Post-Closing Escrow by delivering notice to Seller and the Title Company specifying the nature of such claim, which notice shall be delivered prior to the expiration of the Survival Period. (e) The liability of Seller under this Section 9.2.2 shall be several, not joint, and each Seller shall be liable as to the representations and warranties made as to the applicable Property owned by each Seller. 9.2.3 The Title Company shall be willing to insure title to the Property pursuant to an ALTA 2006 Owner’s Policy of Title Insurance in the form amount of Exhibit F attached heretothe Purchase Price at regular rates and without additional premium (which shall not be deemed to include the cost of any endorsements to title requested by Purchaser), subject only to the Permitted Exceptions and as otherwise provided in this Agreement (the “Title Policy”). Section 4.39.2.4 This Agreement, and the transaction contemplated hereby, is subject to the approval by Purchaser’s board of directors, investment committee and/or other applicable group (collectively, the “Committee”). If any of the conditions specified Committee does not approve (in this Section 4 shall not have been fulfilled in all material respects when its sole and as provided in absolute discretion) this Agreement, or if any the transaction contemplated hereby, or Purchaser fails to notify Seller of whether the opinions and certificates mentioned above Committee has approved or elsewhere in disapproved this Agreement, or the transaction contemplated hereby, on or before July 30, 2014, then this Agreement shall not terminate, the Deposit shall be in all respects satisfactory in form returned to Purchaser and substance to the neither party shall have any further rights or obligations hereunder. Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder shall promptly notify (which notification may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issuedelectronic mail) Seller as to whether the Committee has approved or disapproved this Agreement, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereoftransaction contemplated hereby.

Conditions to the Closing. Section 4.1. (a) The obligation obligations of Parent and PSH to consummate the Purchaser PSH Merger shall be subject to purchase the satisfaction of each of the Notes and pay the Purchase Price is subject to following conditions: (i) performance by no court, arbitrator or governmental body, agency or official located or having jurisdiction in the Issuer United States shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the effect of all its obligations under this Agreement to be performed by it on making the PSH Merger illegal or prior to otherwise prohibiting the Closing Date for such Note, consummation of the PSH Merger; (ii) as of such Closing Date, any waiting period applicable to the accuracy (as of their dates) consummation of the statements of PSH Merger under the Transaction Documents related thereto, and HSR Act shall have expired or been terminated; (iii) satisfaction the issuance of Parent Common Stock contemplated by Section 1.06(a) and the amendment of Parent's Certificate of Incorporation to increase the maximum size of Parent's Board to eighteen members shall have been approved by the requisite affirmative vote or written consent of the conditions set forth below to stockholders of Parent in accordance with the extent such conditions relate to rules of the applicable Closing Date:NASD, the FBCA, and Parent's Certificate of Incorporation and By-laws; and (aiv) As of each Closing Date, the Registration Statement shall have been declared effective by the SEC under the Securities Act and no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in stop order suspending the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any effectiveness of the other parties thereto Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and the prospectus contained within the Proxy Statement shall have been delivered to perform their respective obligations under the Transaction Documents related theretoPerformance. (b) As The obligations of PSH to consummate the PSH Merger shall also be subject to the satisfaction of the following additional conditions: (i) each Closing Date, of the representations and warranties made by the Issuer of Parent contained in this Agreement and of the Parent and Merger Sub contained in the Merger Agreement shall be true and correct in all material respects as of the PSH Effective Time as though made on and as of the PSH Effective Time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date (provided, however, that if they had any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 1.08(b)(i) has been made on satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and PSH shall have received a certificate of the respective Closing Date Chief Executive Officer or Chief Financial Officer of Parent to such effect; (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer ii) Parent shall have performed and or complied in all material respects with all agreements and conditions hereof covenants required by this Agreement and Parent and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement, in each case, to be performed or complied with by it each of them on or prior to the PSH Effective Time, and PSH shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Parent to such effect; and (iii) PSH shall have received the opinion of Drinker, Xxxxxx & Xxxxx L.L.P., counsel to PSH, based upon representations of Parent and PSH and normal assumptions, to the effect that the PSH Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) of the Code and that each of Parent and PSH will be a party to the reorganization within the meaning of section 368(b) of the Code, dated on or about the date that is two business days prior to the PSH Effective Time, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Drinker, Xxxxxx & Xxxxx L.L.P. of representation letters from each of Parent and PSH, as contemplated in Section 4.06 of this Agreement. Each such representation letter shall be dated on or before each Closing Date; the date of such opinion and no event shall not have occurred and no condition shall exist which would constitute an Event been withdrawn or modified in any material respect as of Default under this Agreementthe PSH Effective Time. (c) As The obligations of Parent to consummate the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior PSH Merger are subject to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing additional conditions: (ai) As each of each Closing Date, the representations and warranties made by the Purchaser of PSH contained in this Agreement and of the Company contained in the Merger Agreement shall be true and correct in all material respects as of the PSH Effective Time, as though made on and as of the PSH Effective Time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date (provided, however, that if they had any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 1.08(c)(i) has been made on the respective Closing Date. (b) The Issuer shall have received an Opinion satisfied with respect to such portion of Counsel satisfactory to itsuch representation or warranty, dated such Closing Dateportion of such representation or warranty as so qualified must be true and correct in all respects), substantially in the form of Exhibit G attached hereto. (c) The Issuer and Parent shall have received a certificate, dated as certificate of the respective Closing Date, in form Chief Executive Officer or Chief Financial Officer of PSH and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the IssuerCompany, as the case may be, hereunder may be canceled at, to such effect; (ii) PSH shall have performed or at any time prior to, complied in all material respects with all agreements and covenants required by this Agreement and the Closing Dates Company shall have performed or complied in all material respects with all agreements and covenants required by the Purchaser Merger Agreement, in each case, to be performed or complied with by each of them on or prior to the IssuerPSH Effective Time, and PSH shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of PSH and the Company to such effect; and (iii) Parent shall have received the opinion of Shearman & Sterling, counsel to Parent, based upon representations of Parent and PSH and normal assumptions, to the effect that the PSH Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of section 368(a) of the Code and that each of Parent and PSH will be a party to the reorganization within the meaning of section 368(b) of the Code, dated on or about the date that is two business days prior to the PSH Effective Time, which opinion shall not have been withdrawn or modified in any material respect. The issuance of such opinion shall be conditioned on receipt by Shearman & Sterling of representation letters from each of Parent and PSH, as contemplated in Section 4.06 of this Agreement. Each such representation letter shall be dated on or before the case may be. Notice date of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation opinion and shall remain outstanding not have been withdrawn or modified in full force and effect in accordance with any material respect as of the terms and provisions thereofPSH Effective Time.

Conditions to the Closing. Section 4.1. The obligation of the each Purchaser hereunder to purchase the Shares and Warrants to be purchased by it on the Closing Date is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for each Purchaser's sole benefit and pay the Purchase Price is subject may be waived by such Purchaser (with respect to it) at any time in such Purchaser's sole discretion: (i) performance by The Company shall have executed the Issuer of all its obligations under signature page to this Agreement and the Registration Rights Agreement and delivered the same to be performed by it on or prior to the Closing Date for such Note, Purchaser. (ii) The Company shall have delivered duly executed certificates for the Shares (in such denominations as of such Closing Date, Purchaser shall reasonably request) and Warrants being so purchased by Purchaser at the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and Closing. (iii) satisfaction of The Common Stock, including all Shares and Warrant Shares, shall be listed on the conditions set forth below to Nasdaq and trading in the extent such conditions relate to Common Stock shall not have been suspended by the applicable Closing Date: (a) As of each Closing DateNasdaq, no fact the SEC or condition shall exist under applicable law, rule or regulation or interpretations thereof by any other regulatory authority which in the Purchaser's reasonable opinion would make it illegal and no de-listing or suspension shall be reasonably likely for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related theretoforeseeable future. (biv) As of each Closing Date, the The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been of the Closing as though made on at that time and the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing Date. (e) The Closing. Such Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that foregoing effect. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated for such Closing Date have been duly authorizedby this Agreement. (dvi) As of the First Closing Date, the Issuer Such Purchaser shall have received the officer's certificate described in Section 3.3, dated as of the Closing and there shall be no material changes from the date of signing of this Agreement to the date of the Closing other than as a written waiver substantially result of issuance of Common Stock pursuant to options, warrants and other obligations disclosed on Schedule 3.3 as of the date of this Agreement. (vii) Each other Purchaser shall have tendered payment of its applicable Purchase Price for the number of Shares set forth on such other Purchaser's signature page hereto so that the aggregate amount tendered by all of the Purchasers hereunder is no less than twelve million dollars ($12,000,000). (viii) Such Purchaser shall have received opinions of the Company's counsel, dated as of the Closing, in the form of attached hereto as Exhibit F D. (ix) The Company's transfer agent shall have agreed to act in accordance with irrevocable instructions in the form attached hereto.hereto as Exhibit E. Section 4.3. If any of (x) The Company has filed an Additional Listing Application (and no additional time is required for the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser effectiveness thereof) with respect to Section 4.1 hereof, or all Shares and Warrant Shares with the Issuer, with respect to Section 4.2 hereof, this Agreement National Association of Securities Dealers and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given has provided a copy thereof to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofPurchaser.

Conditions to the Closing. Section 4.1. (a) The obligation obligations of DCNA and DDC Holdings to consummate the Purchaser transactions contemplated by this Agreement shall be subject to purchase the satisfaction of each of the Notes and pay the Purchase Price is subject to following conditions: (i) performance no statute, rule, regulation, executive order, decree, ruling or permanent injunction (each, a "Law") shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the Issuer effect of all making the acquisition of the Shares by DCNA or its obligations under this Agreement to be performed Permitted Assignee or either of them illegal or otherwise restrains or prohibits the acquisition of the Shares by it on DCNA or prior to the Closing Date for such Note, its Permitted Assignee; and (ii) as of such Closing Date, any waiting period applicable to the accuracy (as of their dates) consummation of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations transactions contemplated hereby under the Transaction Documents related theretoHSR Act and the EU Council Regulation 4064/89, as amended, shall have expired or been terminated. (b) As The obligations of DDC Holdings to consummate the transactions contemplated by this Agreement shall also be subject to the satisfaction or waiver by DDC Holdings of the following additional conditions: (i) each Closing Date, of the representations and warranties made by the Issuer of DCNA contained in this Agreement and of DCNA and Purchaser contained in the Merger Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all materials respects as of such date (PROVIDED, HOWEVER, that if they had any portion of any representation or warranty is already qualified by materiality, for purposes of determining whether this Section 1.03(b)(i) has been made on satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and correct in all respects), and DDC Holdings shall have received a certificate of the respective Closing Date Chief Executive Officer or Chief Financial Officer of DCNA to such effect; and (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer ii) DCNA shall have performed and or complied in all material respects with all agreements and conditions hereof covenants required by this Agreement and DCNA and Purchaser shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement, in each case, to be performed or complied with by it each of them on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer and DDC Holdings shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation certificate of the Issuer Chief Executive Officer or Chief Financial Officer of DCNA to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached heretoeffect. (c) The Issuer shall have received a certificate, dated as obligations of the respective Closing Date, in form and substance reasonably satisfactory DCNA to it and its counsel to the effect that consummate the transactions contemplated for such Closing Date have been duly authorized. (d) As of by this Agreement are subject to the First Closing Date, the Issuer shall have received a written satisfaction or waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any by DCNA of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, Annex A attached to this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. 3.1 The obligation of the Purchaser Purchasers to purchase each of the Notes and to be bound by the terms of this Agreement and to pay the their respective Purchase Price on the Closing Date is subject to (i) performance by the Issuer Company and Oakwood Acceptance of all its their obligations under this Agreement on each of their parts to be performed by it on or prior to the Closing Date for such NoteDate, (ii) as of such Closing Date, the accuracy of the representations and warranties of each of the Company and Oakwood Acceptance set forth herein and in the Indenture, (as of their datesiii) the accuracy of the statements of the Transaction Documents related theretoCompany or Oakwood Acceptance, as applicable, in any certificates delivered pursuant to the provisions hereof and (iiiiv) satisfaction of the conditions hereinafter set forth below to as of the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in . On the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the following conditions shall have been satisfied: 3.1.1 The representations and warranties made by each of the Issuer Company and Oakwood Acceptance in this Agreement each Transaction Document to which it is a party shall be true and correct in all material respects on and as of the Closing Date as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Documentagreement or document); each of the Issuer Company and Oakwood Acceptance shall have performed and complied with all agreements and conditions hereof in each Transaction Document to which it is a party required to be performed or complied with by it on or before each the Closing Date; and no event shall have occurred and no condition shall exist which would constitute a Default or an Event of Default under this Agreementunder, and as defined in, the Indenture or any other Transaction Document, either with or without notice or lapse of time, or both. Each of the Company and Oakwood Acceptance shall have delivered to the Purchasers an Officer's Certificate, to the effect that the signer of such certificate has carefully examined each Transaction Document and that (i) the representations and warranties of the Company and Oakwood Acceptance in each Transaction Document to which it is a party are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date; and (ii) the Company or Oakwood Acceptance, as applicable, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date pursuant to the terms of each Transaction Document to which it is a party. The Trustee shall have delivered an Officer's Certificate signed by a duly authorized officer to the effect that the Transaction Documents to which the Trustee is a party have been duly authorized, executed and delivered and with respect to authorizing resolutions and organizational documents of the Trustee. (c) As of the First Closing Date, this Agreement 3.1.2 Each Transaction Document shall have been duly authorized, executed and delivered by the Issuerrespective party or parties thereto, and shall be in full force and effect on each the Closing Date and shall be satisfactory in all respects in form and substance to the Purchasers, and the Notes shall be validly issued and outstanding and entitled to the benefit of the Indenture. 3.1.3 All corporate, limited liability company and other proceedings in connection with the establishment and capitalization of the Company and all documents and certificates incident thereto shall be satisfactory in form and substance to the Purchasers and its special counsel, and the Purchasers shall have received such other documents and certificates incident to such transaction as the Purchasers or such counsel shall reasonably request. 3.1.4 Each party shall have performed and complied with all agreements and conditions contained herein and in the other Transaction Documents and all other documents delivered in connection herewith or therewith which are required to be performed or complied with by such party before or at the Closing Date. (d) 3.1.5 The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser Purchasers shall have received an Opinion of Counsel the following, in each case in form and substance satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E.it and its special counsel: (fi) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel signed by an authorized representative of the Company, to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date Notes by the IssuerCompany and the execution, delivery and performance by the Company, and the authority of the person or persons executing and delivering each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer Company in connection with the transactions contemplated for such Closing Date hereby have been duly authorized; (ii) a copy of resolutions of Oakwood Acceptance, certified by an officer of Oakwood Acceptance as of the Closing Date, duly authorizing the execution, delivery and performance by Oakwood Acceptance of each Transaction Document to which it is a party and any other documents executed by or on behalf of Oakwood Acceptance in connection with the transactions contemplated hereby; and an incumbency certificate of Oakwood Acceptance as to the person or persons executing and delivering each such document; and (iii) such other documents and evidence with respect to the Company, Oakwood Acceptance and the Trustee as the Purchasers may reasonably request in order to establish the natural, corporate or limited liability company existence and (with respect to the Company, Oakwood Acceptance and the Trustee) good standing of each thereof, the proper taking of all appropriate proceedings in connection with the transactions contemplated hereby and the compliance with the conditions set forth in Article III hereof. (g) 3.1.6 No action or proceeding shall have been instituted nor shall any governmental action be threatened before any court or government agency nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency to set aside, restrain, enjoin or prevent the performance of any Transaction Documents or any of the other agreements or the transactions contemplated hereby. 3.1.7 The Purchasers shall have received, on or before the Closing Date, evidence reasonably satisfactory to them that the Collection Account and all other trust accounts shall have been established pursuant to the Indenture. 3.1.8 The Purchasers shall have received, on or before the Closing Date, evidence reasonably satisfactory to them that the Reserve Account has been established pursuant to the Indenture, and that the Company shall have deposited an amount equal to the amount required to be deposited pursuant to the Indenture in the Reserve Account on or before the Closing Date. 3.1.9 All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained by or from any federal, state or other governmental authority or agency, or by or from any trustee or holder of any indebtedness or obligation of the Company or Oakwood Acceptance, or that are necessary or, in the opinion of counsel to the Purchasers, advisable in connection with the transactions contemplated in the Transaction Documents and herein shall have been delivered to the Purchasers. 3.1.10 Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement the Transaction Documents and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the IssuerCompany or Oakwood Acceptance, as applicable, at or prior to the Closing DatesDate. (h) As 3.1.11 [Reserved] 3.1.12 The Company shall have good and marketable title to the Receivables and the other assets of the First Trust Estate, free and clear of all liens and encumbrances, and shall not have sold, transferred, pledged or assigned to any Person other than the Trustee any of its right, title or interest in the Receivables or any other assets of the Trust Estate. 3.1.13 The Trustee or its agent shall have received, and shall hold in trust pursuant to the Indenture, the Trust Estate, including the Receivables and all documents, instruments and other assets required by the Indenture to be delivered to the Trustee with respect thereto as of the Closing Date. 3.1.14 No event has occurred and is continuing or would result from such issuance that would constitute an Event of Default under the Indenture or any supplement thereto but for the requirement that notice be given or time elapsed or both. 3.1.15 [Reserved] 3.1.16 The Purchasers shall have received evidence on or before the Closing Date that the Company and Oakwood Acceptance shall have (i) caused all required UCC-1 and UCC-3 financing statements and/or other registrations in respect of the Receivables to be prepared and, promptly upon the Closing Date, duly filed in the Issuer manner required by the laws of each appropriate jurisdiction and performed all other actions required to perfect the interest of the Trustee for the benefit of the Noteholders in the Receivables, (ii) paid, or caused to be paid, upon the Closing Date, all transfer taxes, documentary stamp taxes and filing fees incurred in connection therewith and (iii) upon request of the Purchasers, delivered UCC lien and any other applicable search results to the Purchasers with respect to the Company and Oakwood Acceptance. 3.1.17 Since the Closing Date, there has been no material adverse change in the business, operations, properties, assets or condition or prospects (financial or otherwise) of Oakwood Acceptance or any affiliate thereof, or any development involving a material adverse prospective change in or affecting the business or properties of Oakwood Acceptance or any affiliate thereof, the effect of which, in the judgment of the Purchasers, can be reasonably expected to have a material and adverse effect on the Purchasers investment or contemplated investment in the Notes or to make it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Indenture and this Agreement. 3.1.18 The Purchasers shall have received a written waiver substantially copy of a certification from the Trustee provided pursuant to Section 2.05 of the Indenture that it has received a copy of the underlying REMIC Pooling Agreements and all the amendments thereto. 3.1.19 No fact or condition shall exist under applicable law or applicable regulations thereunder or interpretations thereof by any regulatory authority which in the form of Exhibit F attached hereto. Section 4.2. The obligation of Purchasers' reasonable opinion would make it illegal for the Issuer Company to issue and sell each the Notes or for the Company or any of the Notes is subject other parties thereto to satisfaction perform their respective obligations under the Indenture or any other Transaction Document. 3.1.20 The Purchasers shall have received the original executed and authenticated Notes, and the Company, Oakwood Acceptance, the Purchasers and the Trustee shall each have received a fully executed counterpart original and any required conformed copies of the conditions set forth below all Transaction Documents and any related documents delivered at or prior to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer 3.1.21 All corporate, limited liability company, trust and other proceedings in connection with the sale of the Notes and the transactions contemplated hereby and all documents and certificates incident thereto shall be satisfactory in form and substance to the Purchasers and their special counsel, and the Purchasers shall have received an Opinion of Counsel satisfactory such other documents and certificates incident to it, dated such Closing Date, substantially in transaction as the form of Exhibit G attached heretoPurchasers or such counsel shall reasonably request. (c) 3.1.22 The Issuer Purchasers shall have received a certificatefavorable opinion letters, dated as of addressed to the respective Closing DatePurchasers, in form and substance reasonably satisfactory acceptable to it the Purchasers and its their special counsel (which may be relied upon by assignees and participants), dated the Closing Date, of (i) Hunton & Williams, special counsel to the effect that Company and Oakwood Acceptance and (xx) xxxxl counsel to the transactions contemplated for such Closing Date have been duly authorizedTrustee. (d) As of 3.1.23 The Company and Oakwood Acceptance shall, by the First Closing Date, cause to be obtained and delivered in writing to the Issuer Purchasers a private placement number assigned by Standard & Poor's Ratings Group CUSIP Service Bureau with respect to the Notes. All fees and expenses payable in connection with such number shall be paid by the Company. 3.1.24 The Initial Fixed Rate Note Balance shall be $50,000,000 and the Collateral Requirement, calculated immediately subsequent to the issue of the Notes, will be satisfied. 3.1.25 [Reserved] 3.1.26 [Reserved] 3.1.27 The fees, expenses and disbursements of Dewey Ballantine LLP, as counsel to the Purchasers, have been paid on xx xxxxx xx Xxxsing. 3.1.28 The Rating Agency shall have received delivered a written waiver substantially in rating letter, dated the form Closing Date, assigning a rating to the Notes of Exhibit F attached hereto"A". Section 4.33.1.29 The purchase by the Purchasers of the Notes shall be permitted by the laws and regulations to which the Purchasers are subject, without recourse to the provisions permitting limited investments without restriction as to the character thereof. If any of the conditions specified in this Section 4 Article III shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates Notes mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereofPurchasers, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, Purchasers hereunder may be canceled at, or at any time prior to, the Closing Dates Date by the Purchaser or the Issuer, as the case may bePurchasers. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, Company in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. (a) The obligation of the Purchaser parties hereto are subject to purchase each the satisfaction or waiver of the Notes and pay respective conditions to the Purchase Price is subject to (i) performance by the Issuer of all its their respective obligations under this Agreement and the receipt of all necessary government or other regulatory approvals and the expiration of any applicable waiting periods required before the transactions contemplated hereby can be validly effectuated. (b) The obligations of Pointe hereunder are subject to be performed by it the further conditions that, on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (ai) As of each Closing DateRepublic shall have supplied Pointe with such information and records relating to the Deposit Accounts, no fact or condition shall exist under applicable lawthe Loans, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for Contracts, the Issuer to issue Leases, the Fixed Assets and sell the Note to be issued Other Loans at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto.times as Pointe may reasonably request; (bii) As All corporate and other proceedings in connection with the transactions contemplated herein and all documents incident thereto shall be reasonably satisfactory in form and substance to Pointe and its counsel, and Pointe shall have received such other documents and instruments of each Closing Date, transfer incident to the transaction as Pointe or such counsel shall reasonably request in form and substance reasonably acceptable to Pointe and such counsel; (iii) The representations and warranties made by the Issuer in this Agreement Republic herein shall continue to be true and correct on and as of the Closing Date as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer and Republic shall have performed and substantially complied with all agreements and conditions hereof in this Agreement required to be performed or complied with by it on or before each the Closing Date; ; (iv) To the extent required by applicable law and no event regulations, the DBF, the FRB-A and any other governmental agencies whose approval is necessary shall have occurred approved the acquisition by Pointe of the Deposit Accounts, the Loans, the Contracts and no condition shall exist which would constitute an Event of Default under the Subject Offices, all as contemplated by this Agreement, without the imposition of any conditions to which Pointe reasonably objects; (v) No action or proceeding shall have been instituted or, to the best knowledge of Republic, threatened, on or before the Closing Date pertaining to the transactions contemplated hereby the result of which could be materially adverse to the operation by Pointe of the Subject Offices; (vi) Between the date hereof and the Closing Date, there shall have been no material damage to or destruction or condemnation of the Subject Offices, the improvements, furniture, fixtures, equipment or other assets in or on the Subject Offices or of any other property subject to this Agreement; provided, however, that Pointe may elect to purchase all of the property subject to this Agreement in the event of such damage, destruction or condemnation at the price agreed upon pursuant to Section 5 hereof, such purchase price to be reduced (to the extent such damage or destruction is not fully covered by insurance, the proceeds of which are assigned and paid to Pointe) in the same proportion as the reduction in market value of such property attributable to such damage, destruction or condemnation. (vii) Effective as of the Closing Date, the Town & Country Branch shall be closed and the Deposits and Loans associated with the Town & Country Branch shall have been transferred to the South Miami Branch. (c) As The obligations of Republic hereunder are subject to the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect conditions that on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date.: (ei) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form All corporate and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer proceedings in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxesherein and all documents incident thereto shall be reasonably satisfactory in form and substance to Republic and its counsel, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer Republic shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below such other documents incident to the extent transaction as Republic or such conditions relate to the applicable Closing Date:counsel shall reasonably request; (aii) As of each Closing Date, the The representations and warranties made by the Purchaser in this Agreement of Pointe hereunder shall continue to be true and correct on and as of the Closing Date as if they had been made on the respective Closing Date and Pointe shall have substantially complied with all agreements and conditions in this Agreement required to be performed or complied with by it on or before the Closing Date.; (biii) The Issuer To the extent required by applicable law and regulations, the DBF, the FRB-A, and any other governmental agency whose approval is necessary, shall have received an Opinion approved the sale and transfer by Republic of Counsel satisfactory the Deposit Accounts, the Loans, the Contracts and the Subject Offices, all as contemplated by this Agreement, without the imposition of any conditions to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto.which Republic reasonably objects; (civ) The Issuer No action or proceeding shall have received a certificatebeen instituted or, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that best knowledge of Pointe threatened, on or before the Closing Date pertaining to the transactions contemplated for such Closing Date have been duly authorized.hereby, the results of which could be materially adverse to the operation by Pointe of the Subject Offices; (dv) As of the First Closing Date, the Issuer Pointe shall have received a written waiver substantially in converted the form of Exhibit F attached hereto. Section 4.3. If any of electronic data processing and accounting records associated with the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance Subject Offices to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect its own system in accordance with the terms and provisions thereofof Section 6 of this Agreement.

Conditions to the Closing. Section 4.1. The obligation All obligations of each Stockholder hereunder to take the Purchaser actions contemplated by this Agreement and otherwise take the action necessary to purchase consummate the Closing, are subject to the fulfillment of each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (a) As The final terms and conditions of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other Ancillary Agreements shall have been agreed upon by each of the parties thereto to perform their respective obligations under the Transaction Documents related signatories thereto.; (b) As of each Closing DateAll actions, the representations proceedings, instruments, opinions and warranties made by the Issuer in documents required to carry out this Agreement and the Ancillary Agreements or incidental hereto or thereto, and all other related legal matters, shall be true and correct on and as if they had been made on reasonably satisfactory to the respective Closing Date (except to legal counsel of the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement.Parties; (c) As of the First Closing DateAll other terms, this Agreement shall have been duly authorized, executed covenants and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance conditions of this Agreement and the execution, delivery, sale and performance of the Notes which are required Ancillary Agreements to be paid complied with and performed by the Issuer respective parties hereto and thereto prior to or at the Closing shall have been paid complied with and performed in all material respects (with the right of such parties in compliance with such terms, covenants and conditions to waive the non-compliance by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized.other Party); (d) As of the First Closing DateNo action, the Issuer suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If been instituted or threatened to restrain, prohibit or invalidate any of the conditions specified in transactions contemplated by this Section 4 shall not have been fulfilled in all material respects when Agreement or any Ancillary Agreements; (e) All consents and as provided in this Agreementapprovals of third parties required for the performance by each Party and the Ancillary Agreements, or if any the consummation of the opinions transactions herein or therein contemplated and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form the fulfillment of and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance compliance with the terms and provisions conditions hereof and thereof, shall have been obtained or valid waivers or consents obtained. Neither Party shall deliberately cause any condition set forth in this Article 11 not to be satisfied, and each Party shall, as to events, causes and circumstances within its control, take such action as shall be reasonably necessary to cause such condition to be satisfied and shall keep the other Party currently informed as to the status of such actions. In the event the Closing takes place, each Party shall be deemed to have represented and warranted to the other Party as of the Closing Date that all of the aforementioned conditions precedent to such Party's obligations hereunder shall have been fulfilled prior to or as of the Closing Date.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser hereunder to purchase the Purchased Securities at Closing is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for Purchaser's sole benefit and pay the Purchase Price is subject to may be waived by Purchaser at any time in Purchaser's sole discretion: (i) performance by The Company shall have executed the Issuer of all its obligations under signature page to this Agreement, the Warrant and the Registration Rights Agreement and delivered the same to be performed by it on or prior to the Closing Date for such Note, Purchaser. (ii) The Company shall have delivered a duly executed certificate representing the Preferred Stock (in such denominations as of such Closing Date, Purchaser shall reasonably request) being so purchased by Purchaser at the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and Closing. (iii) satisfaction of The Common Stock, including all Conversion Shares and Warrant Shares, shall be listed on The Nasdaq National Market from and after the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which date hereof and trading in the Purchaser's reasonable opinion would make it illegal for Common Stock shall not have been suspended from and after the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related theretodate hereof by The Nasdaq National Market. (biv) As of each Closing Date, the The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been made on of the respective Closing Date (except to for those that address matters as of a particular date, which need only be true as of such date) as though made at that time and the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on the Company at or before each Closing Date; and no event prior to the Closing, except where the breach of such representation, warranty or covenant would not have a Material Adverse Effect. Purchaser shall have occurred and no condition received a certificate, executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date to the foregoing effect. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall exist have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which would constitute an Event prohibits the consummation of Default under any of the transactions contemplated by this Agreement. (cvi) As Purchaser shall have received the officer's certificate described in Section 3.3 hereof, dated as of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (dvii) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an OfficerCompany's Certificatecounsel, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of attached hereto as Exhibit G attached hereto.D. (cviii) The Issuer Certificate of Designation shall have received a certificate, dated as been accepted for filing with the Secretary of State of the respective Closing Date, in form State of Delaware and substance reasonably satisfactory to it and its counsel to a copy thereof certified by the effect that the transactions contemplated for such Closing Date Secretary of State of Delaware shall have been duly authorized. (d) As delivered to Purchaser and the Certificate of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 Designation shall not have been fulfilled in all material respects when and as provided in this Agreementamended, modified or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofrescinded.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser to purchase each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Noteshall not occur and no Lender shall be obligated to make an Advance hereunder on the occasion of any Funding, (ii) as of such Closing Datenor shall any Lender, the accuracy (as of their dates) of Deal Agent, the statements of Liquidity Agent or the Transaction Documents related theretoCollateral Agent be obligated to take, and (iii) satisfaction of fulfill or perform any other action hereunder, until the conditions set forth below to have been satisfied, in the extent such conditions relate to sole discretion of, or waived in writing by, the applicable Closing DateDeal Agent: (ai) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in Each Transaction Document (other than the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing DateCertificates, the representations Certificate Purchase Agreements, each Assignment and warranties made by Servicing Agreement and the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (cPayment Acknowledgements) As of the First Closing Date, this Agreement shall have been duly authorizedexecuted by, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Dateto, the Purchaser parties hereto and thereto and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser Deal Agent shall have received an Opinion of Counsel satisfactory to itsuch other documents, dated such Closing Dateinstruments, substantially in agreements and legal opinions as the forms of Exhibit E. (f) The Purchaser Deal Agent shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer request in connection with the transactions contemplated for such Closing Date by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and (ii) the executed Note in the aggregate face amount of $50,000,000 shall have been duly authorizeddelivered to each Purchaser Group. (gb) Any taxesThe Deal Agent shall have received (i) satisfactory evidence that the Borrower and the Administrator have obtained all required consents and approvals of all Persons, fees and other governmental charges which are due and payable in connection with including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the execution, delivery, sale other Transaction Documents to which each is a party and performance the consummation of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at transactions contemplated hereby or prior to the Closing Dates. thereby or (hii) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell an Officer's Certificate from each of the Notes is subject Borrower and the Administrator in form and substance satisfactory to satisfaction the Deal Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer's certificate shall in no way limit the recourse of the conditions set forth below to Deal Agent or any Secured Party against the extent Borrower or Administrator for a breach of its representation or warranty that all such conditions relate to the applicable Closing Date: (a) As of each Closing Dateconsents and approvals have, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had fact, been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached heretoobtained. (c) The Issuer Borrower and the Administrator shall each be in compliance in all material respects with all Applicable Laws and shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel delivered an Officer's Certificate to the effect that the transactions contemplated for such Closing Date have been duly authorizedDeal Agent as to this and other closing matters. (d) As of The Borrower shall have paid all fees required to be paid by it on the First Closing Date, including all fees required hereunder and under the Issuer Fee Letter related to the VFCC Purchaser Group, and shall have received a written waiver substantially reimbursed each Lender, the Deal Agent and the Collateral Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the attorney fees and any other legal and document preparation costs incurred by any Lender, the Deal Agent and/or the Collateral Agent. (e) No Termination Event or Unmatured Termination Event shall have occurred. (f) [Reserved] (g) With respect to any Securitization Transaction, no "Indenture Event of Default," "Servicer Default" or event that, with the giving of notice or the lapse of time, or both, would constitute an "Indenture Event of Default" or "Servicer Default" (as each such term is defined in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance Securitization Documents relating to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this AgreementSecuritization Transaction), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofhave occurred.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser to purchase each of the Notes and pay the Purchase Price is subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or Immediately prior to the Closing Date for such Note, (ii) as of such Closing DateEffective Time, the accuracy (as of their dates) of Company and the statements of Parent shall cause to be delivered to each other or to have received the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing: (a) As of each Closing DateA certificate, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in dated the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any date of the other parties thereto to perform their respective obligations under Effective Time of the Transaction Documents related thereto. (b) As of each Closing Date, the chief executive and chief financial officer certifying that all representations and warranties made by the Issuer in this Agreement shall be herein are true and correct on as of the date made and as if they had been made on of the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed Effective Time and complied with that all agreements and conditions hereof or other actions required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no prior to the Effective Time as a condition shall exist which would constitute an Event of Default under this Agreement. (c) As of to consummating the First Closing Date, this Agreement shall Merger have been duly authorized, executed performed or taken and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date conditions satisfied in accordance with the terms of Section 2 hereofthis Agreement. (b) An opinion of counsel to the Company dated the date of the Effective Time in form and substance satisfactory to the Parent and its counsel as to the matters set forth in Sections 3.1, and3.2, 3.3 and 3.6 and such other matters as the Parent shall request, which opinion may contain customary exceptions and qualifications. (c) An opinion of counsel to the Parent and the Purchaser dated as of the First Closing DateEffective Time as to each of the matters set forth in Sections 4.1, 4.2, 4.3 and 4.6, and such other matters as the Purchaser Company may request, which opinion may contain customary exceptions and the Issuer shall each have received a fully executed counterpart original and any required conformed copies qualifications. (d) An opinion of this Agreement and any related documents delivered at or prior tax counsel to the First Closing DateCompany to the effect that the Merger will constitute a reorganization that qualifies under Section 368(a)(i)(A) of the Internal Revenue Code of 1986. (e) The Purchaser No statute, rule, regulation, executive order, decree, or injunction shall have received an Opinion been enacted, entered, promulgated or enforced by any court of Counsel satisfactory to it, dated such Closing Date, substantially competent jurisdiction in the forms United States or domestic Governmental Authority which prohibits or restricts the consummation of Exhibit E.the Merger. (f) The Purchaser There shall have received an Officer's Certificatebeen no material adverse change in the business, dated as properties, or financial condition of the respective Closing Date, in form and substance reasonably satisfactory any party to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorizedthis Agreement. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer All parties shall have been paid delivered all documents, exhibits and schedules and taken all other actions required by the Issuer, at or prior to the Closing Datesthis Agreement. (h) As All representations and warranties of any party shall be true and effective as of the First Closing DateEffective Time. (i) At the Closing, each Shareholder shall deliver a release of all claims he may have against the Issuer Company or any Subsidiary. (j) Stockholders of the Parent constituting a majority of shares outstanding at a duly called stockholders' meeting, following the filing and clearance of a proxy statement meeting the requirements of Exchange Act shall have voted to approve the issuance of the Parent Common Stock comprising the Merger Consideration and the Merger Consideration shall be issued. (k) The Parent shall have received a written waiver substantially approval of the listing of the shares of Parent's Common Stock on the American Stock Exchange. (l) The parties to the Merger shall have executed and delivered agreements in the form of Exhibit F attached hereto.Exhibits A, B and C. Section 4.2. The obligation (m) All shareholders of the Issuer to issue Company other than Messrs. Xxxxxxx and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, Xxxxx shall have executed and delivered a letter joining in the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth contained in Section 7 of, 3.20 hereof and a release of all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with claims he or she may have against the terms and provisions thereofCompany or any Subsidiary.

Conditions to the Closing. Section 4.1. The obligation obligations of the Purchaser to purchase each of Company and the Notes and pay the Purchase Price is Investor hereunder are subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below on or before the Closing. If for any reason any of the conditions set forth in this Section 4 are not satisfied or waived by each party entitled to the extent benefit of such conditions relate at or prior to the applicable Closing Date:Closing, then each party by written notice given to the other parties hereto shall have the right to elect to terminate this Agreement and each party shall be released from their obligations hereunder and shall have no further liability hereunder, provided, however, that nothing contained in this Section 4 shall relieve any party from liabilities or damages arising out of any fraud or willful breach by such party of this Agreement prior to such termination. (a) As of each Conditions to the Investor’s Obligations. The Investor’s obligations to purchase the Shares at the Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in are subject to the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any satisfaction of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto.following conditions: (bi) As of each Closing Date, the representations and warranties made by of the Issuer Company contained in this Agreement Section 2.1 shall be true and correct accurate on and as of the Closing with the same force and effect as if they had been made on at the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Documentrepresentations and warranties expressly relate to a particular date, in which case such representations and warranties are true and correct as of such particular date) (after giving effect to any materiality or other qualifiers contained therein); ; (ii) the Issuer Company shall have performed and complied in all material respects with all agreements agreements, obligations and conditions hereof contained in this Agreement that are required to be performed or complied with by it on or before each the Closing Date; and no event shall have occurred obtained all approvals, consents and no condition shall exist which would constitute an Event of Default under this Agreement.qualifications necessary to complete the purchase and sale described herein; (ciii) As no governmental authority or body shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order enjoining, suspending or otherwise prohibiting or making illegal the consummation of the First Closing Datetransactions contemplated at the Closing, this Agreement any stop order suspending the effectiveness of the Registration Statement shall be or shall have been duly authorizedin effect, executed and delivered or any proceedings for such purpose or pursuant to Section 8A under the Securities Act shall be or shall have been pending before or threatened by the Issuer, and Commission; (iv) the Engagement Letter shall be in full force and effect on each Closing Date.and none of the parties thereto shall have asserted any claim or initiated any action pursuant thereto; (dv) The Issuer the Underwriters shall have delivered the Note to be purchased at such Closing Date in accordance purchased, concurrently with the terms of Section 2 hereof, and, as purchase of the First Closing DateShares by the Investor hereunder, the Purchaser and Initial Securities (as defined in the Issuer shall each have received a fully executed counterpart original and Underwriting Agreement) at the IPO Price (less any required conformed copies of this Agreement and any related documents delivered at applicable underwriting discounts or prior to the First Closing Date.commissions); and (evi) The Purchaser the Investor shall have received an Opinion opinion of Counsel company counsel, Xxxxxx LLP, addressed to the Investor and reasonably satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. (a) The obligation obligations of Investment Bank to exchange the Debt Obligations for the Shares at the Closing shall be subject to the satisfaction of the Purchaser to purchase each of the Notes and pay the Purchase Price is subject to following conditions: (i) performance by Merck shall have furnished to Investment Bank an opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, dated the Issuer date of all its obligations under this Agreement to be performed by it on or prior the Closing, to the Closing Date for such Note, effect set forth in Exhibit 1 hereto. (ii) as of such Closing DateNo statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in effect preventing the accuracy (as of their dates) consummation of the statements of the Transaction Documents related thereto, and transactions contemplated hereunder. (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the The representations and warranties made by the Issuer of Merck in this Agreement shall be true and correct in all material respects on and as of the date of the Closing, with the same effect as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer date, and Merck shall have performed and complied with all the agreements and satisfied all the conditions hereof required on its part to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered satisfied at or prior to the First Closing Datedate of the Closing, and Merck shall have furnished to Investment Bank a certificate of Merck, in form reasonably satisfactory to the Investment Bank signed by an officer of Merck, dated the date of the Closing, to the foregoing effects. (eiv) The Purchaser All of the conditions to the obligations of the Underwriters to purchase and pay for the Shares to be delivered at the Closing as set forth in Section 8 of the Underwriting Agreement shall have received an Opinion been satisfied. In case any of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser conditions shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date not have been duly authorizedfulfilled, this Agreement may be terminated by Investment Bank by delivering written notice of termination to Merck and Medco. (gb) Any taxes, fees and other governmental charges which are due and payable in connection with The obligations of Merck to exchange the execution, delivery and performance of this Agreement and Shares for the execution, delivery, sale and performance of Debt Obligations at the Notes which are required to Closing shall be paid by the Issuer shall have been paid by the Issuer, at or prior subject to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (ai) As of each Closing Date, the The representations and warranties made by the Purchaser of Investment Bank in this Agreement shall be true and correct in all material respects on and as of the date of the Closing, with the same effect as if they had been made on the respective Closing Datedate of the Closing, and Investment Bank shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of the Closing. (bii) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any All of the conditions specified to the obligations of the Selling Stockholders (as defined in this the Underwriting Agreement) to deliver the Shares and the shares acquired under the Parallel Exchange Agreement to be delivered at the Closing upon payment therefor set forth in Section 4 9 of the Underwriting Agreement shall have been satisfied. In case any of such conditions shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereoffulfilled, this Agreement may be terminated by Merck by delivering written notice of termination to Investment Bank, the Parallel Investment Bank and all obligations Medco. Any such termination shall be without liability of any party to any other party except to the extent provided in Sections 7 and 10 of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Underwriting Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. (a) The obligation obligations of Seller to consummate the Purchaser to purchase each of the Notes and pay the Purchase Price is transactions contemplated by this Agreement shall be subject to (i) performance by the Issuer of all its obligations under this Agreement to be performed by it fulfillment on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) each of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datefollowing conditions: (ai) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, All the representations and warranties made by the Issuer of Purchaser contained in this Agreement Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing Date, shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as if they had been made of the Closing Date) shall be true and correct in all material respects on and as of the respective Closing Date (Date, except as affected by transactions permitted by this Agreement and except to the extent a different date is reasonably specified in that any such Transaction Document); the Issuer representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Purchaser shall have performed and complied with in all material respects all covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer obligations of Purchaser to consummate the transactions contemplated by this Agreement shall have received an Opinion be subject to the fulfillment on or prior to the Closing Date of Counsel satisfactory each of the following conditions: (i) All the representations and warranties of Seller and the contained in this Agreement, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to it, dated such the Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form be true and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled correct in all material respects when as of the date made and (having been deemed to have been made again on and as provided in this Agreement, or if any of the opinions Closing Date) shall be true and certificates mentioned above or elsewhere in this Agreement shall not be correct in all material respects satisfactory in form on and substance to as of the Purchaser with respect to Section 4.1 hereofClosing Date, or the Issuer, with respect to Section 4.2 hereof, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such specified date. (ii) Seller shall have performed and complied with in all obligations of the Purchaser material respects all covenants and agreements required by this Agreement to be performed or the Issuer, as the case may be, hereunder may be canceled at, complied with by Seller on or at any time prior to, to the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofDate.

Conditions to the Closing. Section 4.1. The obligation Closing Date shall not occur and the Lenders shall not be obligated to make Revolving Loans (if any) on the Closing Date, nor shall the Lenders, the Deal Agent, the Backup Servicer or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder until all of the Purchaser following conditions, after giving effect to purchase any proposed Revolving Loan to be made on the Closing Date, in each of case, have been satisfied, in the Notes sole discretion of, or waived in writing by, the Deal Agent and pay the Purchase Price is subject to each Lender: (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Each Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer shall have performed and complied with all agreements and conditions hereof required to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement Document shall have been duly authorizedexecuted by, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Dateto, the Purchaser parties hereto and thereto and the Issuer shall each have received a fully executed counterpart original Deal Agent and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser Lenders shall have received an Opinion of Counsel satisfactory to itsuch other documents, dated such Closing Dateinstruments, substantially in agreements and legal opinions as the forms of Exhibit E. (f) The Purchaser Deal Agent or any Lenders shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer request in connection with the transactions contemplated for such Closing Date by this Agreement, including, without limitation, all those specified in the Schedule of Documents attached hereto as Schedule I, each in form and substance satisfactory to the Deal Agent and the Lenders, and (ii) an executed Note in favor of each Lender shall have been duly authorizeddelivered to the applicable Lender. (gb) Any taxesThe Deal Agent and the Lenders shall have received (i) satisfactory evidence that the Borrower, fees the Originator and other governmental charges which are due the Servicer have obtained all required consents and payable in connection with approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the execution, delivery, sale other Transaction Documents to which each is a party and performance the consummation of the Notes which are required to be paid by the Issuer shall have been paid by the Issuertransactions contemplated hereby or thereby, at or prior to the Closing Dates. (hii) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell an Officer’s Certificate from each of the Notes is subject Borrower, the Originator and the Servicer in form and substance satisfactory to satisfaction the Deal Agent and the Lenders affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the conditions set forth below to Deal Agent or any other Secured Party against the extent such conditions relate to the applicable Closing Date: (a) As of each Closing DateBorrower, the representations Originator or the Servicer for a breach of its representation or warranty that all such consents and warranties made by the Purchaser approvals have, in this Agreement shall be true and correct on and as if they had fact, been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached heretoobtained. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing DateBorrower, the Issuer Originator and the Servicer shall have received a written waiver substantially each be in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled compliance in all material respects when with all Applicable Laws and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance have delivered an Officer’s Certificate to the Purchaser with respect Deal Agent and the Lenders as to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereofclosing matters.

Conditions to the Closing. (a) The obligations of each of Loews, on the one hand, and the Company, on the other hand, to consummate their respective obligations pursuant to Section 4.1. The obligation 1 hereof are subject to the Rights Offering closing in conformity in all material respects with all of the Purchaser to purchase each 5 requirements related thereto provided in the Prospectus simultaneously with the closing of the Notes and pay the Purchase Price is transaction contemplated by this Agreement. (b) The obligations of Loews hereunder shall be subject to the following conditions: (i1) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the All representations and warranties and other statements of the Transaction Documents related theretoCompany herein are, at the time made and at the Closing Time, true and correct in all material respects. (iii2) The Company shall have performed in all material respects all of its obligations hereunder. (3) The Company shall have furnished or caused to be furnished to Loews at the Closing Time a certificate of the Company (signed by an executive officer) as to the satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related theretothis Section 5. (bi) As The Prospectus shall have been filed with the Commission pursuant to Rule 424 in the manner and within the applicable time period required by Rule 424; (ii) no stop order suspending the effectiveness of each Closing Date, the representations Registration Statement or any part thereof shall have been issued and warranties made no proceeding for that purpose shall have been initiated or threatened by the Issuer in this Agreement shall be true Commission; and correct on and as if they had been made (iii) all requests for additional information on the respective Closing Date (except to part of the extent a different date is reasonably specified in any such Transaction Document); the Issuer Commission shall have performed and complied with all agreements and conditions hereof required to be performed or been complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreementthe Company to Loews's reasonable satisfaction. (c5) As Jonathan D. Kantor, General Coxxxxx xx xxx Xxxxxny, shall have furnished to Loews his written opinion, dated the date of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing DateTime, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuanceLoews, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Datethat: (a) As The issuance of each Closing Datethe Rights has been duly authorized, and the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had Rights have been made on the respective Closing Datevalidly issued. (b) The Issuer shall Securities have received an Opinion been duly and validly authorized and, when issued and delivered against payment therefore as provided herein, will be duly and validly issued and fully paid and non-assessable, to such counsel's knowledge will not be subject to the preemptive or other similar rights of Counsel satisfactory any securityholder of the Company and will conform as to it, dated such Closing Date, substantially legal matters in all material respects to the description of the Securities contained in the form of Exhibit G attached heretoProspectus. (c) The Issuer shall have received a certificateRegistration Statement has been declared effective under the 1933 Act; any required filing pursuant to Rule 424 has been made in the manner and within the applicable time period required by Rule 424; and, dated to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and remains in effect under the 1933 Act and no proceedings for that purpose are pending or threatened by the Commission. (d) The Registration Statement, as of its effective date, and the Prospectus, as of its date (other than, in each case, the financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel need express no opinion) and as of the Closing Time, complied as to form in all material respects with the 1933 Act and the 1933 Act Regulations and the documents incorporated by reference in the Prospectus as amended or supplemented (other than, in each case, the financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, and as of the Closing Time complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. (e) None of the issuance of the Rights or the offering, issuance or sale of the Securities (or any portion thereof) to Loews is subject to the registration requirements of Section 5 of the 1933 Act, and such counsel has no reason to believe that the issuance of the Rights or the offering, issuance or sale of the Securities (or any portion thereof) to Loews will become subject to the registration requirements of Section 5 of the 1933 Act. In addition, such counsel shall state that such counsel has examined various documents and participated in conferences with, at various times, some or all of representatives of the Company, its accountants, counsel for the Company, Loews and others at which times the contents of the Registration Statement and the Prospectus were discussed. In addition, such counsel shall state that such counsel is an officer of the Company and the General Counsel of the Company and therefore is familiar with the Company's legal affairs as well as such other matters that may involve such counsel as a member of management of the Company. Such counsel shall state that subject to the foregoing, no facts have come to the attention of such counsel that causes such counsel to believe that (a) the Registration Statement or any further amendment thereto prior to the Closing Time (other than financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel need express no belief), at the time it became effective and at the Closing Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Prospectus (other than financial statements and supporting schedules included therein or omitted therefrom, as to which such counsel need express no belief), as of its date and as of the Closing Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) the Registration Statement or the Prospectus, as amended or supplemented as of the Closing Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinions, such counsel may rely upon oral advice of the staff of the Commission, and as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company. (a) no later than the earlier to occur of (i) the mailing of the Prospectus to the Company's shareholders of record on the Record Date and (ii) the date of the first filing of the Prospectus that is required under Rule 424 after the date hereof, (b) at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement and (c) at the Closing Time, Deloitte & Touche shall have furnished to the Company a customary comfort letter or letters, dated the respective Closing Datedates of delivery thereof, in form and substance reasonably satisfactory to it Loews. (7) Since December 31, 2000, except as described in the Company's Annual Report on Form 10-K for the fiscal year 2000, the Company's quarterly reports on Form 10-Q, as amended through the date hereof, for the quarterly periods ending March 31, 2001 and June 30, 2001 or the Prospectus, there have not been any events or developments that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on in the business, financial position, shareholders' equity or results of operations of the Company and its counsel to subsidiaries, taken as a whole. (8) No law shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other governmental authority of competent jurisdiction shall be in effect, having the effect that of making the transactions contemplated for such Closing Date have been duly authorized. (d) As hereby illegal or otherwise prohibiting consummation of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached heretotransactions contemplated hereby. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser hereunder to purchase the Preferred Stock and the Warrant to be purchased by it on the date of the Closing is subject to the satisfaction of each of the Notes following conditions (including conditions to be performed at the Closing), provided that these conditions are for Purchaser's sole benefit and pay the Purchase Price is subject to may be waived by Purchaser at any time in Purchaser's sole discretion: (i) performance by The Company shall have executed the Issuer of all its obligations under signature page to this Agreement and the Registration Rights Agreement and delivered the same to be performed by it on or prior to the Closing Date for such Note, Purchaser's counsel. (ii) The Company shall have delivered duly executed certificates for the Preferred Stock and duly executed the Warrant being so purchased by Purchaser at the Closing (each in such denominations as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and Purchaser shall request). (iii) satisfaction of The Common Stock shall be listed on the conditions set forth below to Nasdaq SmallCap Market, the extent such conditions relate to Nasdaq National Market, the applicable Closing Date: (a) As of each Closing DateNew York Stock Exchange or the American Stock Exchange and trading in the Common Stock shall not have been suspended by the Nasdaq SmallCap Market, no fact the Nasdaq National Market, the New York Stock Exchange or condition shall exist under applicable lawthe American Stock Exchange, rule the SEC or regulation or interpretations thereof by any other regulatory authority which in the Purchaser's reasonable opinion would make it illegal and no de-listing or suspension shall be reasonably likely for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related theretoforeseeable future. (biv) As of each Closing Date, the The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been of the Closing as though made on at that time and the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an OfficerClosing. Purchaser's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the foregoing effect that and as to such other matters as may be reasonably requested by Purchaser. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated for such Closing Date have been duly authorizedby this Agreement. (dvi) As of the First Closing Date, the Issuer Purchaser's counsel shall have received a written waiver substantially the officer's certificate described in Section 3.3, dated as of the Closing. (vii) Purchaser's counsel shall have received an opinion of the Company's outside legal counsel, dated as of the Closing in the form attached hereto as Exhibit E. (viii) The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit F. (ix) The Certificate of Exhibit F attached heretoDesignation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser's counsel. (x) Simultaneously with or prior to the Closing, the Company shall have sold Preferred Stock and warrants for an aggregate purchase price of seven million dollars ($7,000,000) (including the Securities sold pursuant hereto and excluding the sale of Preferred Stock and warrants contemplated by Section 4.3. If any 7.1(xii)). (xi) The Company shall have provided evidence satisfactory to Purchaser that Hewlett-Packard Company has converted a portion of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any convertible notes of the opinions Company held by it into the Company's Common Stock and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance agreed to a six-month lock-up period from the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations effective date of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect Registration Statement in accordance with the terms and provisions thereofconditions contained in the term sheet attached hereto as Exhibit G, and consented to the payment of dividends on the Preferred Stock. (xii) Simultaneously with or prior to the Closing, the Company shall have entered into agreements reasonably satisfactory to the Purchaser with one or more of the Key Employees providing for the purchase and sale of Preferred Stock and warrants for an aggregate purchase price of at least $745,000 and the applicable Key Employees shall have placed at least $745,000 in escrow on terms reasonably satisfactory to the Purchaser to be released to the Company upon consummation of the sale of such Preferred Stock and warrants or to the Key Employees if such purchase and sale does not receive Stockholder Approval. (xiii) The Company shall have filed a Form 8-K regarding (i) the conversion by Hewlett-Packard Company of one-half of the amount of convertible notes held by it into the Company's Common Stock and (ii) its revised financial projections for calendar year 2001.

Conditions to the Closing. Section 4.18.1 Conditions of the Seller and the Purchaser to Close. The obligations of the Seller and the Purchaser to consummate the Closing are subject to the satisfaction of the following conditions: (a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable Requirements of Law shall prohibit the consummation of the Closing. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction and no statute, rule or regulation of any Governmental Authority preventing the consummation of the purchase and sale of the Shares or any of the other transactions contemplated hereby shall be in effect, and there shall be no pending actions brought by any Governmental Authority seeking any such order or injunction. (d) All actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained. Section 8.2 Conditions to the Obligation of the Purchaser to Close. The obligation of the Purchaser to purchase each the Shares and to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchaser of the Notes following conditions on or before the Closing Date. (a) The representations and pay warranties of the Purchase Price is subject to Seller in ARTICLE III that are (i) performance qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Issuer Closing Date with the same effect as though made at and as of such date and (ii) not qualified by “materiality,” “Material Adverse Effect” or similar qualifiers shall be true and correct as of the Closing Date with the same effect as though made at and as of such date. (b) The Seller shall have performed and complied in all material respects with all of its obligations under this Agreement agreements set forth herein that are required to be performed by it the Seller on or prior before the Closing Date. (c) The Seller shall have delivered to the Purchaser a certificate, dated the Closing Date for such Note, (ii) as of such Closing Date, and signed by the accuracy (as of their dates) Chief Executive Officer or Chief Financial Officer of the statements of Seller, certifying to the Transaction Documents related thereto, and (iii) satisfaction of effect that the conditions set forth below in Section 8.2(a) and Section 8.2(b) have been satisfied. (d) The Seller shall have delivered to the extent such conditions relate Purchaser certificates representing the Shares, each duly endorsed in blank in proper form for transfer. (e) If requested by the Purchaser, all resignations of the members of the Board of Directors and officers of the Companies shall have been delivered to the applicable Purchaser. (f) The Seller shall have executed and delivered to the Purchaser the Estimated Closing Date Certificate and the Settlement Statement. (g) The Seller shall have duly executed and delivered to the Purchaser a certificate of non-foreign status of the Seller as to the sale of the Shares in such form and substance as is reasonably acceptable to the Purchaser in conformance with Treasury Regulation Section 1.1445-2(b). (h) The Seller shall have executed and delivered to the Purchaser the Escrow Agreement, the Trademark License Agreement and the Transition Services Agreement. (i) The Seller shall have delivered to the Purchaser copies of (i) all notices to or consents of any Governmental Authority or other Person identified on Section 3.3 of the Seller Disclosure Schedules and (ii) evidence that each Material Contract and Permit not previously held by the Companies has been duly assigned to the Companies. Section 8.3 Conditions to the Obligation of the Seller to Close. The obligations of the Seller to sell the Shares to the Purchaser and to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Seller of the following conditions on or before the Closing Date: (a) As The representations and warranties of each the Purchaser in ARTICLE IV that are (i) qualified by “materiality” or similar qualifiers shall be true and correct as of the Closing Date, no fact Date with the same effect as though made at and as of such date and (ii) not qualified by “materiality” or condition similar qualifiers shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in be true and correct as of the Purchaser's reasonable opinion would make it illegal for Closing Date with the Issuer to issue same effect as though made at and sell as of such date except where the Note failure of such representations and warranties to be issued at such Closing Date, or for true and correct would not have a material adverse effect on the Issuer or any ability of the other parties thereto Purchaser to perform their respective obligations under consummate the Transaction Documents related theretotransactions contemplated hereby. (b) As of each Closing Date, the representations and warranties made by the Issuer in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date (except to the extent a different date is reasonably specified in any such Transaction Document); the Issuer The Purchaser shall have performed and complied in all material respects with all of its agreements and conditions hereof set forth herein that are required to be performed or complied with by it the Purchaser on or before each the Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As The Purchaser shall have delivered to the Seller a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the First Closing DatePurchaser, this Agreement shall certifying to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Datesatisfied. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form executed and substance reasonably satisfactory to it and its counsel delivered to the effect that Seller the issuanceEscrow Agreement, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Trademark License Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing DatesTransition Services Agreement. (h) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.

Conditions to the Closing. Section 4.1. 7.1 The obligation following are conditions to the Closing of the Purchaser to purchase each herein, for the benefit of the Notes and pay Purchaser, which may be waived at the Purchase Price is subject to discretion of the Purchaser: (i) performance by the Issuer of all its obligations under this Agreement to be performed by it on or prior to the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As of each Closing Date, the representations and warranties made by the Issuer Vendor in this Agreement Clause 10.0 hereof shall be true and correct as of the Closing Date as if made on and as if they had been made of such date and the Vendor shall have provided to the Purchaser a certificate of an officer of the Vendor certifying as to such matters on the respective Closing Date (except and the Purchaser shall have no knowledge to the extent a different date is reasonably specified in any such Transaction Document); contrary; (ii) the Issuer Vendor shall have performed and or complied in all material respects with all agreements of the terms, covenants and conditions hereof required of this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered at or prior to the First Closing Date. (e) The Purchaser shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the forms of Exhibit E. (f) The Purchaser shall have received an Officer's Certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the issuance, sale and delivery of the Note being issued at such Closing Date by the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf of the Issuer in connection with the transactions contemplated for such Closing Date have been duly authorized. (g) Any taxes, fees and other governmental charges which are due and payable in connection with the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, Vendor at or prior to the Closing Dates.Date; (hiii) As the board of directors of the First Purchaser shall have approved the transactions contemplated herein; (iv) the Vendor shall have good and clear title with no liens to the Daan Silver Mine Licenses and to its Capital Stock; (v) Purchaser and/or its representatives shall have completed its inspection and due diligence of the Vendor's Corporate Status and the Daan Silver Mine Licenses and have been provided the opportunity to make assessments on same and is satisfied, acting reasonably, with the results thereof; (vi) Purchaser shall have been permitted access to review all the Vendor's records and operations and shall have confirmed that same are as represented by the Vendor and satisfactory to Purchaser; (vii) Between the date hereof and the Closing Date, the Issuer Vendor shall conduct itself in the ordinary course of business and no change of any kind to the Assets shall have received a written waiver substantially occurred which, in the form sole opinion of Exhibit F attached hereto.the Purchaser, acting reasonably, materially adversely affects the Vendor's value; Section 4.2(viii) Purchaser is satisfied, acting reasonably, in all respects with all material financial, tax and operational matters relating to the Vendor; (ix) The silver mining ownership right located at Daan Shouning County Fujian Province; (x) Other than as contemplated herein, or otherwise disclosed in writing to the Purchaser, there shall be no outstanding claims, lawsuits, actions or proceedings against the Vendor which would have a material adverse effect on any of the Assets, the business or the operations of the Vendor; and (xi) The Purchaser is satisfied, acting reasonably, as to the Vendor's financial or economic position and the status of the Daan Silver Mine Licenses at Closing. The obligation foregoing conditions shall be for the benefit of the Issuer to issue Purchaser and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date: (a) As of each Closing Date, the representations and warranties made may be waived by the Purchaser in this Agreement shall be true and correct on and as if they had been made on the respective Closing Date. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Datewriting, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Datewhole or part, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereoftime.

Conditions to the Closing. Section 4.1. The obligation of the Purchaser hereunder ------------------------- to purchase the Shares of Common Stock and the Warrant to be purchased by it on the Closing Date is subject to the satisfaction of each of the Notes following conditions, provided that these conditions are for the Purchaser's sole benefit and pay the Purchase Price is subject to (i) performance may be waived by the Issuer of all its obligations under this Agreement to be performed by it on or prior to Purchaser at any time in the Closing Date for such Note, (ii) as of such Closing Date, the accuracy (as of their dates) of the statements of the Transaction Documents related thereto, and (iii) satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing DatePurchaser's sole discretion: (a) As of each Closing DateThe Company shall have executed this Agreement, no fact or condition shall exist under applicable law, rule or regulation or interpretations thereof by any regulatory authority which in the Warrant and the Registration Rights Agreement and delivered the same to the Purchaser's reasonable opinion would make it illegal for the Issuer to issue and sell the Note to be issued at such Closing Date, or for the Issuer or any of the other parties thereto to perform their respective obligations under the Transaction Documents related thereto. (b) As The Company shall have delivered at the Closing one or more duly executed certificates representing the Shares of each Closing DateCommon Stock, in such denominations as the Purchaser shall request. (c) The Common Stock shall be eligible for quotation on the OTCBB, suspension of such quotation by the SEC shall not be threatened or reasonably likely in the judgment of the Purchaser for the foreseeable future. (d) The representations and warranties made by of the Issuer in this Agreement Company shall be true and correct on as of the date when made and as if they had been made on of the respective Closing Date (except to for those that address matters as of a particular date, which need only be true as of such date) as though made at that time and the extent a different date is reasonably specified in any such Transaction Document); the Issuer Company shall have performed performed, satisfied and complied with all the covenants and agreements and conditions hereof required by this Agreement to be performed or complied with by it on or before each Closing Date; and no event shall have occurred and no condition shall exist which would constitute an Event of Default under this Agreement. (c) As of the First Closing Date, this Agreement shall have been duly authorized, executed and delivered by the Issuer, and shall be in full force and effect on each Closing Date. (d) The Issuer shall have delivered the Note to be purchased at such Closing Date in accordance with the terms of Section 2 hereof, and, as of the First Closing Date, the Purchaser and the Issuer shall each have received a fully executed counterpart original and any required conformed copies of this Agreement and any related documents delivered Company at or prior to the First Closing, except where the breach of such representation, warranty or covenant would not have a Material Adverse Effect. The Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (e) The Purchaser No statute, rule, regulation, executive order, decree, ruling or injunction shall have received an Opinion been enacted, entered, promulgated or endorsed by any court or governmental authority of Counsel satisfactory to it, dated such Closing Date, substantially in competent jurisdiction or any self-regulatory organization having authority over the forms matters contemplated hereby which prohibits the consummation of Exhibit E.any of the transactions contemplated by this Agreement. (f) The Purchaser shall have received an Officeropinion of the Company's Certificatecounsel, dated as of the respective Closing, in the form attached hereto as Exhibit C. --------- (g) On or prior to the Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in form and substance reasonably satisfactory to it and its counsel to the trading of securities generally on the Nasdaq National Market or the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war; or (iv) a material change in international, political, financial or economic conditions, if the effect that of any such event, in the issuance, sale and delivery judgment of the Note being issued at such Closing Date by Purchaser, makes it impracticable or inadvisable to proceed with the Issuer, and each Transaction Document to which it is a party and any other documents executed by or on behalf purchase of the Issuer Purchased Shares and the Warrant on the terms and in the manner contemplated in this Agreement and in the other Investment Agreements. (h) On the Closing Date, the Company shall have reimbursed the Purchaser for the Purchaser's Expenses incurred in connection with the transactions contemplated for such Closing Date have been duly authorizedby this Agreement (including reasonable fees and disbursements of the Purchaser's legal counsel) as provided in Section 4.9 hereof. (gi) Any taxes, fees and other governmental charges which are due and payable in connection with On the execution, delivery and performance of this Agreement and the execution, delivery, sale and performance of the Notes which are required to be paid by the Issuer shall have been paid by the Issuer, at or prior to the Closing Dates. (h) As of the First Closing Date, the Issuer Purchaser shall have received a written waiver six month lock-up agreement, dated the Closing Date, from Xxxxxxxxx X. Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxx X. Xxxx and Xxxxx Xxxxx in substantially in the form of as attached in Exhibit F attached hereto. Section 4.2. The obligation of the Issuer to issue and sell each of the Notes is subject to satisfaction of the conditions set forth below to the extent such conditions relate to the applicable Closing Date:D. --------- (aj) As of each On the Closing Date, the representations Company shall have (i) repurchased the Initial Repurchased Shares and warranties made shall have paid to the holder thereof in cash or by wire transfer of immediately available funds, the aggregate redemption price therefor (which, at Purchaser's election, may be effected by reducing the amount paid by Purchaser in this Agreement pursuant to Section 6.1(b) above), which price shall be true an amount equal to the number of Redeemed Shares multiplied by an amount equal to the sum of $1,000 plus all accrued and correct unpaid dividends on and as if they had been made on a share of Series A Preferred Stock from August 14, 2000 to the respective Closing Date; and (ii) issued to Purchaser a new certificate evidencing the shares of Series A Preferred Stock that have not been repurchased. (b) The Issuer shall have received an Opinion of Counsel satisfactory to it, dated such Closing Date, substantially in the form of Exhibit G attached hereto. (c) The Issuer shall have received a certificate, dated as of the respective Closing Date, in form and substance reasonably satisfactory to it and its counsel to the effect that the transactions contemplated for such Closing Date have been duly authorized. (d) As of the First Closing Date, the Issuer shall have received a written waiver substantially in the form of Exhibit F attached hereto. Section 4.3. If any of the conditions specified in this Section 4 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all respects satisfactory in form and substance to the Purchaser with respect to Section 4.1 hereof, or the Issuer, with respect to Section 4.2 hereof, this Agreement and all obligations of the Purchaser or the Issuer, as the case may be, hereunder may be canceled at, or at any time prior to, the Closing Dates by the Purchaser or the Issuer, as the case may be. Notice of such cancellation shall be given to the Purchaser or the Issuer, as the case may be, in writing or by telephone or telecopy confirmed in writing. In any case of cancellation hereunder, any Notes theretofore issued, and all rights and obligations in connection therewith (including, but not by way of limitation the rights and obligations set forth in Section 7 of, and all other ongoing similar provisions under, this Agreement), shall survive such cancellation and shall remain outstanding in full force and effect in accordance with the terms and provisions thereof.