Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on the Closing Date: (a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of Lender each Purchaser hereunder ------------------------- to make an Advance purchase the Preferred Stock and the Warrant to be purchased by it on the date of the Closing Date is subject to Lender's determination that Borrower has satisfied the satisfaction of each of the following conditions on (including conditions to be performed at the Closing DateClosing), provided that these conditions are for Purchaser's sole benefit and may not be waived by a majority of the Purchasers: (ai) The Company shall have executed the signature page to this Agreement and Registration Rights Agreement and delivered the same to the Purchasers' counsel. (ii) The Company shall have delivered duly executed certificates for the Preferred Stock and duly executed the Warrant being so purchased by each Purchaser at the Closing (each in such denominations as each Purchaser shall request). (iii) The Common Stock shall be listed on the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange. (iv) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to Company shall be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the date when made and as of the Closing Dateas though made at that time and the Company shall have performed, satisfied and complied with the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Closing. Purchasers shall have 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 as to such other matters as may be reasonably requested by the Purchasers. (cv) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by Lender for any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the negotiation and preparation matters contemplated hereby which prohibits the consummation of any of the Loan Documentstransactions contemplated by this Agreement. (dvi) Neither an Event Purchaser shall have received the officer's certificate described in Section 3.3, dated as of Default nor an Unmatured Default has occurred and is continuingthe Closing. (evii) None Purchasers shall have received an opinion of Borrowerthe Company's outside legal counsel, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected dated as of the Closing in the Financial Statements 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 Borrower Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and Guarantor or Seller a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Lender or otherwisePurchaser's counsel. (fxi) Lender In the event that RMS has received such additional supporting documentsagreed to convert the RMS Note into Series E Preferred Stock and Warrants, certificates and assurances as Lender reasonably requests which are the Company shall have provided evidence satisfactory to Lender Purchaser that a minimum of $1.5 million of the $2.0 million principal amount in form short term debt shall be converted into the Series E Convertible Preferred Stock and substanceWarrants. (xii) [INTENTIONALLY OMITTED] (xiii) Common shares issued in connection with the Jotter Asset Purchase shall be subject to a contractual lock-up to be in effect from the Closing Date until six months following the effectiveness of the Registration Statement ("Lock-Up Period"). Excluded from such contractual -------------- lock-up shall be that number of common shares, not to exceed 500,000 shares, that when sold results in gross proceeds of up to $750,000. Such proceeds shall be used solely to satisfy the financial obligations of Jotter. After the Lock-Up Period, 4% of the shares shall be released each week. (xiv) The Company shall have provided evidence satisfactory to the Purchaser that Jotter and RMS have agreed to vote at the Company's next stockholder meeting in favor of (a) approving the Series E Preferred Stock and Warrant financing; (b) approving the SAFLINK Corporation 2000 Stock Incentive Plan, and (c) approving the Reverse Stock Split.

Conditions to the Closing. The (a) It shall be a condition to the Company's obligation of Lender to make an Advance on purchase the Repurchased Stock at the Closing Date that: (i) the representations and warranties of Manoogian shall be true xxx xxxxect in all material respects (and by the tendering of the Repurchased Stock by Manoogian at the Closing Manoxxxxx xxxll be deemed to xxxe represented and warranted that this is subject so) and Manoogian shall have coxxxxxx xx all material respects with all covenants required to Lender's determination that Borrower has satisfied the following conditions on be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock; (iv) Masco Corporation ("Masco") shall have delivered to the Company duly executed amendments to the following agreements with Masco: Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing under the Company Agreement; and (vii) the purchase of the Repurchased Stock shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Manoogian to sell the Repurchxxxx Xxxxk at the Closing that: (ai) The the representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are Company shall be true and correct in all material respects as of (and by tendering the Purchase Price at the Closing Date the Company shall be deemed to have represented and Borrower has performed warranted that this is so) and the Company shall have complied in all obligations material respects with all covenants required to have been be performed by it hereunder prior to the Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) there is not in effect at the Note;time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock; and (iii) UCC-1 Financing Statements; (iv) there shall be a simultaneous closing under the Guaranty; (v) the Subordination Company Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation This Agreement, and the obligations of Lender to make an Advance the parties hereunder, shall become effective on the Closing Date is subject to Lender's determination Effective Date, provided that Borrower has satisfied each of the following conditions precedent shall have been fulfilled to the satisfaction of each of the Banks on or prior to the Closing Effective Date: (a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as Each of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to parties hereto shall have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender the Agent a counterpart of this Agreement. (or caused to be i) The Borrower shall have executed and delivered to each Bank its Revolving Note. (ii) The Borrower shall have executed and delivered to the Swing Line Lender by the appropriate PersonsSwing Line Note. (c) Gxxxxxx Procter LLP, as counsel to the Borrower, shall have delivered a favorable written opinion to the Agent, in form and substance satisfactory to the Agent and each Bank, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Agent and each Bank shall reasonably request. (d) [intentionally omitted]. (e) The Agent shall have received and found satisfactory copies of the following: (i) this AgreementThe Financial Statements; (ii) All of the Noteconsents, approvals and waivers referred to on Schedule 3.2 annexed hereto; (iii) UCC-1 Financing StatementsThe certified charter and by-laws of the Borrower, certified by its Secretary or an Assistant Secretary; (iv) Certified copies of (x) all corporate action taken by the Guaranty;Borrower to authorize the execution, delivery and performance of each of the Loan Documents and (y) all consents, approvals, authorizations, registrations, or filings required to be made or obtained by the Borrower in connection with this Agreement (and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired) and no investigation or inquiry by any Governmental Authority regarding this Agreement shall be ongoing; and (v) An incumbency certificate with respect to the Subordination AgreementBorrower. (i) The Borrower and each of its Subsidiaries shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement applicable to them; (viii) the Pledge Agreement;There shall exist no Event of Default or Default hereunder; and (viiiii) The representations and warranties contained in Article 3 hereof shall be true and correct on the Lock Box Agreement;Effective Date. and the Agent shall have received a Closing Certificate dated the Effective Date certifying, inter alia, that the conditions set forth in this Section 4.1(f) are satisfied on such date. (viiig) The Agent shall have received an executed payoff letter, in form and substance satisfactory to Agent, executed by Bank of America, N.A. (as successor to Fleet National Bank), as Administrative Agent, in connection with the Assignment Existing Loan Agreement, together with all other documents reasonably required by Agent to evidence the payoff of Management Services Agreement;such Indebtedness. (ixh) The Agent shall have received all fees and other amounts due and payable on or prior to the Assignment Effective Date, including reimbursement or payment of Acquisition Instruments;all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Agent or SunTrust Rxxxxxxx Xxxxxxxx, a division of SunTrust Capital Markets, Inc., as Arranger. (xi) All legal matters incident to the Assumption Agreement; (xi) evidence satisfactory to Lender that closing of the transactions contemplated by the Asset Purchase this Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence shall be satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I counsel to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing DateAgent. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The Without limiting or modifying any conditions set forth in the Form Agreement, the parties acknowledge and agree that Buyer’s obligation to consummate the purchase of Lender to make an Advance on the Closing Date is Property are subject to Lender's determination that Borrower has satisfied the satisfaction of the following conditions on the Closing Dateadditional conditions: (a) The representations and warranties set forth in this Agreement and issuance of (or the unconditional commitment to issue) a CLTA Standard Owner’s Policy of Title Insurance (“Title Policy”) by the Title Company insuring the interest of Buyer as owner of the Property in the Other Loan Documents are true and correct on and as full amount of the date hereof and are true and correct Purchase Price for the Property, showing title to the Property vested in all material respects as Buyer subject only to the matters approved in writing by Buyer pursuant to Paragraph 9.1(f) of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing DateForm Agreement. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the Seller’s execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies all of the Articles of Organization of Borrower documents and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies instruments required to consummate this purchase and sale of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; Property (xix) certified copies including, without limitation, any required grant deeds, certificates required under Section 10.2 of the Asset Purchase Form Agreement and all documents executed and delivered in connection with transfers of any licenses and/or permits pursuant to which Seller is presently operating the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing DateProperty). (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation The accuracy of all of the Loan Documentsrepresentations and warranties in any material respect made by Seller hereunder as of the Close of Escrow. (d) Neither an Event There has been no material adverse change in the Property from or after the expiration of Default nor an Unmatured Default has occurred and is continuingBuyer’s Contingencies under Paragraph 9.1 of the Form Agreement. (e) None Seller has executed a lease agreement with an option to purchase rider, and memorandum of Borrowerlease, option to purchase and right of first refusal (the “Lease”) pursuant to which Seller nor Guarantor has suffered a material adverse change will lease the Property from Buyer on terms and conditions acceptable to Buyer. If and to the extent that any condition to Buyer’s obligation to consummate the purchase of the Property fails to be satisfied, then Buyer may either (i) waive such condition and proceed with the close of escrow, or (ii) terminate the Agreement in its business, operations or financial condition from that reflected in which event Buyer’s xxxxxxx money deposit shall be immediately refunded and neither party shall have any further obligation to the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwiseother party. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of Lender Purchaser shall not be obligated to make an Advance on purchase the Closing Date is subject to Lender's determination that Borrower has satisfied Note and the Shares, or perform any other action hereunder, until the following conditions on the Closing Datehave been satisfied in a manner satisfactory to Purchaser in its sole discretion, or waived in writing by Purchaser: (a) The representations the NPA Documents to be delivered on or before the Closing Date shall have been duly executed and warranties delivered by the appropriate parties, all as set forth in this Agreement and in the Other Loan Schedule of Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date.(Schedule D); (b) Purchaser shall have received evidence satisfactory to it that the insurance policies provided for in Section 3.14 are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of Purchaser as required under such Section; (c) Purchaser shall have received a Secretary’s Certificate of Directors’ Resolutions and Incumbency, evidencing (among other things), the approval of this Agreement and the other NPA Documents, the granting of Liens by Borrowers in all Collateral to secure Borrowers’ Obligations and the approval of the issuance of the Shares, in form and substance reasonably satisfactory to Purchaser; (d) certificates of good standing dated not more than thirty (30) days prior to the date of the Closing for each Borrower has executed certified by its jurisdiction of organization and delivered each other jurisdiction in which it is qualified to Lender conduct business; (or caused to be executed and delivered to Lender by the appropriate Personse) the following: Purchaser shall have received evidence that all outstanding indebtedness for borrowed money (other than (i) this Agreement; the Revised Cxxxx Note (as defined below), (ii) the Note; Revised Comerica Facility (as defined below), and (iii) UCC-1 Financing Statements; (ivthe indebtedness identified on Schedule 2.1(e) the Guaranty; (vattached hereto) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) has been converted into equity in BHT Global, on terms reasonably acceptable to Purchaser, (y) is subject to the Assumption Agreement; terms of a Subordination Agreement in favor of Purchaser, in a form reasonably acceptable to Purchaser, or (xiz) evidence satisfactory is subject to Lender that a consent and approval by the holders thereof to the transactions contemplated by the Asset Purchase Agreement NPA Documents, including a waiver of any adjustments to any conversion or exercise prices relating to such indebtedness, which such consent and the Venture Capital Agreement have been consummated in accordance with the terms of such agreementsapproval shall be reasonably acceptable to Purchaser; (xiif) Purchaser shall have received evidence satisfactory to Lender it that Borrower the Comerica Bank Loan has been amended so that the total outstanding indebtedness on such loan is a limited liability company less than or equal to $1,100,000, BHT Financial is the only “borrower” party thereto and Guarantor is a corporation duly formedsecured only by specified equipment owned by BHT Financial, validly existing and in good standing in all of which shall be on terms reasonably acceptable to Purchaser (the state in which it was formed and in each state in which it is authorized to do business“Revised Comerica Facility”); (xiiig) certificates Purchaser shall have received evidence satisfactory to it that the Borrowers’ indebtedness to Fxxxx X. Xxxxx has been amended so that the total outstanding indebtedness is less than or equal to $2,000,000 and shall otherwise be on terms and conditions reasonably satisfactory to Purchaser (which shall include, but not limited to, (i) an interest rate of insurance that evidence no greater than ten and one-quarter percent (10.25%) per annum, (ii) accrued cash interest paid no earlier than the insurance coverage Termination Date, and policy provisions required by this Agreement and in (ii) a maturity date on or after February 2, 2024) (the Loan Documents“Revised Cxxxx Note”); (xivh) pay-off letters, UCC Termination Statement and Lien Releases an opinion of counsel to Borrowers addressed to Purchaser in substantially the form attached hereto as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the LoanExhibit H; (xvi) signature and incumbency certificate a pro-forma capitalization schedule of Borrower and GuarantorBorrowers (after giving effect to the issuance of the Shares); (xvij) certified copies payment of resolutions all fees, expenses and other obligations of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents Borrowers which are then due pursuant to be executed by Borrower and Guarantor;Section 10.2 hereof; and (xviik) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all Such other documents executed and delivered in connection with relating to the transactions contemplated thereby hereby as Purchaser may reasonably request, which such documents shall be reasonably satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing DatePurchaser. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on the Closing Date: (a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; ; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of the Lender to make an Advance take delivery of, and the Issuer to deliver, the Note under Section 3.01 is conditioned upon delivery to the Lender and the Issuer on the Closing Date is subject to Lender's determination that Borrower has satisfied of the following conditions on the Closing Datefollowing: (a) The representations An opinion of Xxxxxxxxx Xxxxxxx, P.A. as Note Counsel, and warranties set forth an opinion of counsel to the Borrower, each in this Agreement form and in substance satisfactory to the Other Loan Documents are true Issuer and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date.Lender; (b) Borrower has Certified copy of the Authorizing Resolution; (c) The executed Note, Assignment of Subordinate Mortgage and delivered Loan Documents and executed counterparts of this Loan Agreement, the Subordinate Mortgage, the Fee Guaranty and Environmental Indemnity, and the Regulatory Agreement; (d) Copy of the Tax Certificate; (e) Reserved; (f) An executed Lender Investor Certificate in the form attached hereto as Exhibit B; (g) Executed financing statements under the Uniform Commercial Code of the State, as the Lender may deem necessary or desirable in order to Lender (or caused to be executed and delivered to Lender perfect the security interests granted by the appropriate PersonsIssuer and the Borrower to secure the Note, and completed requests for information, dated on or before the Closing Date, as to effective financing statements filed in all filing offices in which the financing statements shall have been filed; (h) A title insurance policy insuring the following:Lender’s interest under the Subordinate Mortgage, in form and substance satisfactory to the Lender; and (i) this Agreement; (ii) All other documents or certificates the Lender may reasonably request relating to the existence and good standing of the Borrower, the legal authority for and the due execution and validity of the Note; (iii) UCC-1 Financing Statements; (iv) , the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Authorizing Resolution, this Loan Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the other Subordinate Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board tax-exempt status of Directors of Guarantor authorizing interest on the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement Note for Federal income tax purposes and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory other relevant matters, all in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing DateLender. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on On or before the Closing Date, ------------------------- the Seller shall deliver or cause to be delivered the following documents to the Trustee: (a) The representations and warranties set forth in List of Loans attached to this Agreement and in as Exhibit L, certified by the Other Loan Documents are true and correct on and as Chairman of the date hereof and are true and correct in all material respects as Board, President or any Vice President of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing DateSeller. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency A certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as Originator substantially in the form of Exhibit E hereto on behalf of the Closing DateSeller and the Originator. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender An Opinion of Counsel for the negotiation and preparation Seller substantially in the form of the Loan DocumentsExhibit F hereto. (d) Neither an Event A letter, acceptable to the Underwriters, from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Loans on a statistical sampling basis and setting forth the results of Default nor an Unmatured Default has occurred and is continuingsuch review. (e) None Copies of Borrowerresolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, Seller nor Guarantor has suffered a material adverse change delivery and performance of this Agreement and the transactions contemplated hereunder, certified in its business, operations each case by the secretary or financial condition from that reflected in an assistant secretary of the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwiseSeller. (f) Lender Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of the State of Minnesota and of the Originator under the laws of the State of Delaware. (g) An Officer's Certificate listing the Servicer's Servicing Officers. (h) Officer's Certificate relating to coverage of the Servicer under the Errors and Omissions Protection Policy. (i) Evidence of deposit in the Certificate Account of all funds received with respect to the Loans from the Cut-off Date to the Closing Date, other than principal due on or before the Cut-off Date, together with an Officer's Certificate to the effect that such amount is correct. (j) The Loan Files for the Initial Loans and Additional Loans and an Officer's Certificate confirming that the Originator has received reviewed the original or a copy of each related promissory note and each related Loan File, that each such additional supporting documents, certificates Loan and assurances as Lender reasonably requests which are satisfactory Loan File conforms in all material respects with the List of Loans and that each such Loan File is complete in accordance with the definition thereof and has been delivered to Lender the Trustee (or its custodian). (k) An executed copy of the Transfer Agreement. (l) Evidence of the deposit of $ -0- in form and substancethe Pre-Funding Account. (m) Evidence of deposit of $ -0- in the Capitalized Interest Account. (n) Letters from each of the Rating Agencies evidencing the following ratings for the Certificates:

Conditions to the Closing. The Lender's obligation of Lender to make an the initial Advance on (the Closing Date "Initial Advance") of the Loan proceeds hereunder is subject to Lender's determination that Borrower Borrower, as of the Closing Date, has substantially satisfied the following conditions on the Closing Dateprecedent: (a) The representations and warranties set forth in this Agreement and in the Other other Loan Documents are shall be true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date Date, and Borrower has shall have performed all obligations required which were to have been performed by it hereunder prior to Closing Datehereunder. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) shall have received each of the following, in form and substance satisfactory to Lender: (i) certified copies of all corporate (including stockholder, if required) action taken by Borrower to authorize (A) the borrowings hereunder and (B) the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents executed in connection with this Agreement; (ii) a certificate of incumbency with respect to the Noteofficers of Borrower authorized to execute and deliver this Agreement and the Loan Documents; (iii) UCC-1 Financing Statementscopies of the Certificate of Incorporation and By-Laws of Borrower, as restated or amended to the date of the making of the Initial Advance, certified, with respect to the Certificate of Incorporation, by the appropriate authority in the jurisdiction of incorporation, and, with respect to the By-Laws, by an appropriate officer of Borrower; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment certificates of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing for Borrower from the appropriate authority in the state in which it was formed jurisdiction of incorporation, and in each state other jurisdiction in which it the Borrower is authorized qualified to do business; (xiiiv) certificates duly executed copies of insurance that evidence the insurance coverage Note and policy provisions required by this Agreement and in the other Loan Documents; (xivvi) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified signed copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.Robert E.

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date Advances under this Agreement is subject to Lender's determination that Borrower as of the date of the Advance has satisfied satisfied, and continues to satisfy, the following conditions on the Closing Dateconditions: (a) The representations and warranties set forth in this Agreement and in the Other Loan Documents are shall be true and correct on and as of the date hereof and are shall be true and correct in all material respects as of the Closing Date date of the Advance and Borrower has shall have performed all obligations required which were to have been performed by it hereunder prior to Closing Datehereunder. (b) Borrower has shall have executed and delivered to Lender (or caused shall cause to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination AgreementIndividual Guaranty; (vi) the Pledge Intercreditor Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement each of CuraCare, Guarantor and the Venture Capital Agreement have been consummated in accordance with the terms general partners of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor AS-CuraCare is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xviix) certified copies of resolutions of the members of Borrower and the Board of Directors of CuraCare, Guarantor and the general partners of AS-CuraCare authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xviix) copies of the Articles of Organization of Borrower and Articles of Incorporation of each of CuraCare, Guarantor and the general partners of AS-Curacare, certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of the Lender to make an Advance take delivery of, and the Issuer to deliver, the Note under Section 3.01 is conditioned upon delivery to the Lender and the Issuer on the Closing Date is subject to Lender's determination that Borrower has satisfied of the following conditions on the Closing Datefollowing: (a) The representations An opinion of Xxxxxx Xxxxxx & Xxxxxxxxx P.A. as Note Counsel, and warranties set forth an opinion of counsel to the Borrower, each in this Agreement form and in substance satisfactory to the Other Loan Documents are true Issuer and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date.Lender; (b) Borrower has Certified copy of the Authorizing Resolution; (c) The executed Note, Assignment of Subordinate Mortgage and delivered Loan Documents and executed counterparts of this Loan Agreement, the Subordinate Mortgage, and the Regulatory Agreement; (d) A Certificate of the Issuer, with an endorsement of the Borrower, pursuant to Section 148 of the Internal Revenue Code and pertinent regulations as to absence of arbitrage expectation; (e) Reserved; (f) An executed Lender Investor Certificate in the form attached hereto as Exhibit B. (g) Executed financing statements under the Uniform Commercial Code of the State, as the Lender may deem necessary or caused desirable in order to be executed and delivered to Lender perfect the security interests granted by the appropriate PersonsIssuer and the Borrower to secure the Note, and completed requests for information, dated on or before the Closing Date, as to effective financing statements filed in all filing offices in which the financing statements shall have been filed; (h) A title insurance policy insuring the following:Lender's interest under the Subordinate Mortgage, in form and substance satisfactory to the Lender; and (i) this Agreement; (ii) All other documents or certificates the Lender may reasonably request relating to the existence and good standing of the Borrower, the legal authority for and the due execution and validity of the Note; (iii) UCC-1 Financing Statements; (iv) , the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Authorizing Resolution, this Loan Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the other Subordinate Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board tax-exempt status of Directors of Guarantor authorizing interest on the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement Note for Federal income tax purposes and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory other relevant matters, all in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing DateLender. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of Lender to make an Advance on the Closing Date is subject to Lender's determination that Borrower has satisfied the following conditions on the Closing Date: (a) The representations and warranties set forth in this Agreement and in the Other other Loan Documents are true and correct on and as of the date hereof and are true and correct in all material respects as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Lock Box Agreement; (vi) the Pledge Subordination Agreement; (vii) the Lock Box Agreementpayor redirect letters; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xivix) pay-off letters, UCC Termination Statement Statements and Lien Releases as required to grant Lender a first priority security interest, interest other than Permitted Liens, Liens in Collateral pledged as security for repayment of the Loan; (xvx) signature and incumbency certificate of Borrower and Guarantor; (xvixi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xviixii) copies of the Articles of Organization Organizations of Borrower and the Articles of Incorporation of Guarantor certified by the applicable Secretary of StateState of each such Person's jurisdiction of incorporation; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiiixiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxivxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller Neither Borrower nor any Guarantor has suffered a material or adverse change in its business, operations or financial condition from that reflected in the Financial Statements financial statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The obligation of Lender (a) Anything herein contained to make an Advance on the Closing Date is contrary notwithstanding, Buyer’s obligations under this Agreement are subject to Lender's determination that Borrower has satisfied and conditioned upon the following conditions on the Closing Datefollowing, any one or all of which may be waived in writing by Buyer in Buyer’s sole discretion: (ai) The all warranties and representations and warranties set forth in this Agreement and in the Other Loan Documents are true and correct on and as of the date hereof and are each Seller shall be true and correct in all material respects on the Closing Date (as hereinafter defined), and each Seller shall have delivered a Seller’s Certificate (as hereinafter defined) to Buyer updating all of such warranties and representations as of the Closing Date and Borrower has performed all obligations required to have been performed by it hereunder prior to Closing Date. (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) Buyer shall have received a certified copy of the Noteresolutions duly adopted by each Seller’s General Partner authorizing the execution and delivery of this Agreement and any other documents described or referred to herein, and the consummation of the transactions contemplated hereby (“Seller’s Resolutions”); (iii) UCC-1 Financing Statementseach Seller shall have furnished Buyer with certificates of good standing issued by the respective governmental agencies or departments, dated not more than twenty (20) business days prior to the Closing Date; (iv) each Seller shall have the Guarantyability to deliver to Buyer at the Closing Date, fee simple, marketable title to each Property and all rights and appurtenances thereto; (v) the Subordination Title Company (hereinafter defined) shall issue the Title Policy (as hereinafter defined) to Buyer on the Closing Date subject only to the Permitted Exceptions (as hereinafter defined) and in form and content reasonably satisfactory to Buyer; (vi) Buyer shall not have terminated this Agreement pursuant to Article IV (Review Period) or Article V (Conditions to Close) of this Agreement; (vii) Buyer’s Board of Trustees shall have approved of the Financial Plan, and of Buyer’s assumption of the Assumed Debt in such amount as determined at the Closing Date; (viii) any adjustment or modification to any Schedule or Exhibit of this Agreement, shall be satisfactory to Buyer in its sole discretion; and (ix) each Seller shall have delivered all other items required by this Agreement to be delivered by it and shall have performed each and every term, covenant and condition required of it under this Agreement. (b) Anything herein contained to the contrary notwithstanding, Sellers’ obligations under this Agreement are subject to and conditioned upon the following, any one or all of which may be waived in writing by Sellers in Sellers’ sole discretion: (i) each Seller shall have obtained any and all approvals from its respective limited partners, if so required by any applicable partnership documents; (ii) all warranties and representations of Buyer shall be true and correct in all material respects on the Closing Date (as hereinafter defined), and Buyer shall have delivered a Buyer’s Certificate (as hereinafter defined) to Seller updating all of such warranties and representations as of the Closing Date; (iii) Sellers shall have received a certified copy of the resolutions duly adopted by Buyer’s Board of Trustees authorizing the execution and delivery of this Agreement, and any other documents described or referred to herein, the Financing Plan and the consummation of the transactions contemplated hereby (“Buyer’s Resolutions”); (iv) Buyer shall have furnished Sellers with a certificate of good standing issued by the respective governmental agency or department, dated not more than twenty (20) business days prior to the Closing Date; (v) Each Seller shall have received a full release from its respective mortgage lender; (vi) the Pledge Agreement;Purchase Price, as adjusted, shall be acceptable to each Seller in its sole discretion; and (vii) the Lock Box Buyer shall have performed each and every term, covenant and condition required of it under this Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.

Conditions to the Closing. The Lender's obligation of Lender to make an the initial Advance hereunder on the Closing Date is subject to Lender's determination that Borrower as of the date of the Advance has satisfied satisfied, and continues to satisfy, the following conditions on the Closing Dateconditions: (a) The representations and warranties set forth in this Agreement and in the Other other Loan Documents are shall be true and correct on and as of the date ate hereof and are shall be true and correct in all material respects as of the Closing Date and Borrower has shall have performed all obligations required which were to have been performed by it hereunder prior to Closing Datehereunder. (b) Borrower has shall have executed and delivered to Lender (or caused shall cause to be executed and delivered to Lender by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the GuarantyBlocked Account Agreement; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated by the Asset Purchase Agreement and the Venture Capital Agreement have been consummated in accordance with the terms of such agreements; (xii) evidence satisfactory to Lender that Borrower is a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do business; (xiii) certificates of insurance that evidence the insurance coverage and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off letters, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than Permitted Liens, in Collateral pledged as security for repayment of the Loan; (xv) signature and incumbency certificate of Borrower and Guarantor; (xvi) certified copies of resolutions of the members of Borrower and the Board of Directors of Guarantor Borrower authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor;Borrower; and (xviivi) copies of the Articles of Organization Incorporation of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State;State of the applicable issuing state. (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xx) certified copies of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. and the other Investors set forth in Exhibit I to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxivvii) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct as of the Closing Date. (c) Borrower has paid closing fees to Lender including Lender's reasonable legal fees incurred by Lender for the negotiation and preparation of the Loan Documents. (d) Neither an Event of Default nor an Unmatured Default has shall have occurred and is continuingbe continuing as of the Closing Date. (ed) None of Borrower, Seller nor Borrower or Guarantor has shall not have suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and or Guarantor or Seller delivered to Lender or otherwise. (fe) Lender has shall have received such additional supporting documents, certificates and assurances as Lender shall reasonably requests request which are shall be satisfactory to Lender in form and substance.

Conditions to the Closing. 10.1 The obligation of Lender the Purchaser to make an Advance on subscribe to the Closing Date is Corporation Shares and otherwise consummate the transactions contemplated by this Agreement are subject to Lender's determination that Borrower has satisfied the following conditions on conditions, any or all of which may be waived by the Closing DatePurchaser in its discretion: (a) The 10.1.1 the representations and warranties set forth in this Agreement and in made by the Other Loan Documents are true and Corporation shall be correct on at and as of the date hereof and are true and correct Closing in all material respects with the same force and effect as though such representations and warranties had been made as of the Closing and all the covenants and conditions of this Agreement to be completed with or performed by the Corporation at or before Closing shall have been duly complied and performed and at the Closing; the Corporation shall deliver to the Purchaser a certificate dated as of the Closing Date to such effect; 10.1.2 no material adverse change in the condition, financial or otherwise, business, properties, net value or results of operations of the Corporation and Borrower has performed all obligations required to the Subsidiaries taken as a whole shall have been performed by it hereunder prior to Closing Date.occurred; (b) Borrower has executed and delivered to Lender (or caused to be executed and delivered to Lender 10.1.3 each class of the creditors of the Corporation shall have accepted, by the appropriate Persons) the following: (i) this Agreement; (ii) the Note; (iii) UCC-1 Financing Statements; (iv) the Guaranty; (v) the Subordination Agreement; (vi) the Pledge Agreement; (vii) the Lock Box Agreement; (viii) the Assignment of Management Services Agreement; (ix) the Assignment of Acquisition Instruments; (x) the Assumption Agreement; (xi) evidence satisfactory to Lender that the transactions contemplated majority prescribed by the Asset Purchase Agreement and CCAA, the Venture Capital Agreement have been consummated CCAA Arrangement filed in accordance with the terms provisions of such agreementsthe CCAA; 10.1.4 the Corporation shall have obtained an order of the CCAA Court (xiithe "Order") evidence satisfactory to Lender that Borrower is approving the CCAA Arrangement and the delays for appeal of the Order shall have expired without any request for or the granting of any appeal and the Corporation shall have received from the CCAA Court, a limited liability company and Guarantor is a corporation duly formed, validly existing and in good standing in the state in which it was formed and in each state in which it is authorized to do businesscertificate of non-appeal with respect thereto; (xiii) certificates 10.1.5 any Liens on the assets of insurance that evidence the insurance coverage Corporation and policy provisions required by this Agreement and in the Loan Documents; (xiv) pay-off lettersSubsidiaries, UCC Termination Statement and Lien Releases as required to grant Lender a first priority security interest, other than except for the Permitted Liens, shall have been released, discharged and terminated in Collateral pledged as security for repayment full in each case to the entire satisfaction of the LoanPurchaser; (xv) signature 10.1.6 the Corporation shall have provided the Purchaser with all material consents, waivers and incumbency certificate approvals of Borrower third parties and Guarantor; (xvi) certified copies government authorities necessary for the consummation of resolutions of the members of Borrower and the Board of Directors of Guarantor authorizing the execution and delivery of the Loan Documents to be executed by Borrower and Guarantor; (xvii) copies of the Articles of Organization of Borrower and Articles of Incorporation of Guarantor certified by the applicable Secretary of State; (xviii) copies of the Regulations of Borrower and Bylaws of Guarantor certified by an officer thereof; (xix) certified copies of the Asset Purchase Agreement and all documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lenderhereunder; (xx) certified copies 10.1.7 the Corporation shall have provided the Purchaser with resignations of all directors and officers of the Venture Capital Agreement and all other documents executed and delivered in connection with the transactions contemplated thereby satisfactory in form and substance to Lender; (xxi) certified copy of the Management Services Agreement satisfactory in form and substance to Lender; (xxii) the consent of Western Presidio Capital II, L.P. Corporation and the other Investors set forth in Exhibit I Subsidiaries requested by the Purchaser, such resignations to the Venture Capital Agreement to the terms of this transaction; (xxiii) the written opinion of counsel to Borrower and Guarantor issued on the Closing Date and satisfactory to Lender in scope and substance; and (xxiv) a certificate from an officer of Borrower indicating that the representations and warranties contained herein are true and correct be effective as of the Closing Date; 10.1.8 the Corporation shall have entered into employment agreements (with appropriate non-competition clause) acceptable to the Purchaser, with each of Don McFatridge, Brian Clarke and Richard Xxxxxxxx, xxx sxxx xxxxxxxxts shxxx xx xx xxxx xxrce and effect; 10.1.9 the Corporation shall have provided the Purchaser with evidence acceptable to the Purchaser, that the Corporation's non-capital loss available for the purposes of computing its taxable income under the Act for the taxation year commencing immediately after Closing will be at least $3,500,000; 10.1.10 the CBCA Reorganization shall have been approved in accordance with the CBCA and sanctioned by the Superior Court, District of Montreal of the Province of Quebec and the delays for appeal of the CBCA Reorganization shall have expired without any request for or the granting of any appeal and the Corporation shall have received a certificate of non-appeal from such Court with respect thereto; 10.1.11 the issuance of the Purchaser Common Shares and the Warrants shall have been made in compliance with relevant securities laws, including the applicable provincial securities laws of Canada and the federal and state securities laws of the United States; and 10.1.12 the claim of Atari against the Corporation shall have been settled and the Corporation shall have been granted a full and final unconditional release with respect thereto. 10.2 The obligations of the Corporation to issue the Corporation Shares to the Purchaser and otherwise consummate the transactions contemplated by this Agreement are subject to the following conditions, any or all of which may be waived by the Corporation in its discretion: 10.2.1 the representations and warranties made by the Purchaser shall be correct at and as of the Closing in all material respects with the same force and effect as though such representations and warranties had been made as of the Closing and all the covenants and conditions of this Agreement to be completed with or performed by the Purchaser at or before Closing shall have been duly complied and performed and at the Closing, the Purchaser shall deliver to the Corporation a certificate dated as of the Closing Date to such effect; 10.2.2 the weighted average closing prices (cin U.S. dollars) Borrower has paid closing fees of the shares of the common stock of the Purchaser on the NASDAQ National Market for a period of ten consecutive trading days ending on the day prior to Lender the Closing Date shall be at least US$0.80 (unless in such event, the Purchaser indicates that it is willing to satisfy the portion of Subscription Price that is payable in shares, including Lender's reasonable legal fees incurred any adjustments to the Subscription Price, as the case may be, in cash); 10.2.3 the creditors of the Corporation shall have accepted, by Lender the majority prescribed by the CCAA, the CCAA Arrangement filed in accordance with the provisions of the CCAA which plan of arrangement incorporates the terms and conditions of the Term Sheet executed by the Corporation and the Purchaser on January 31, 2005; 10.2.4 the Corporation shall have obtained the Order and the delays for appeal of the Order shall have expired without any request for or the granting of any appeal; 10.2.5 the Purchaser shall have provided the Corporation with all consents, waivers and approvals of third parties and government authorities necessary for the negotiation and preparation consummation of the Loan Documentstransactions contemplated hereunder; 10.2.6 the CBCA Reorganization shall have been approved in accordance with the CBCA and sanctioned by the Superior Court, District of Montreal of the Province of Quebec and the delays for appeal of the CBCA Reorganization shall have expired without any request for or the granting of any appeal; 10.2.7 if required, a Notification Form for the listing of additional shares shall have been filed with the NASDAQ National Market with respect to the Purchaser Common Shares, the Earned Purchaser Common Shares and the Underlying Shares; and 10.2.8 the issuance of the Purchaser Common Shares and the Warrants shall have been made in compliance with relevant securities laws, including the applicable provincial securities laws of Canada and the federal and state securities laws of the United States. (d) Neither an Event of Default nor an Unmatured Default has occurred and is continuing. (e) None of Borrower, Seller nor Guarantor has suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of Borrower and Guarantor or Seller delivered to Lender or otherwise. (f) Lender has received such additional supporting documents, certificates and assurances as Lender reasonably requests which are satisfactory to Lender in form and substance.