Common use of Conditions to the Obligations of Purchaser Clause in Contracts

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his its obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have received executed consents as set forth in Schedule 3.1(d); (e) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (ef) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fg) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction fulfillment of each the following conditions, unless waived in whole conditions on or in part in writing by Purchaser: before the Closing: (ai) The Seller’s representations and warranties of Seller made in this agreement must Article II shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though if such representations and warranties had been made on and as the date of the Closing Date Closing; (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (bii) Seller must shall have performed in all material respects all of his covenants and obligations required by and complied in all material respects with all conditions set forth in this agreement Agreement to be performed or complied with by him it on or before the Closing Date; Closing; (ciii) Seller must no action or proceeding before a court of any other governmental agency or body shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser been instituted or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary threatened which would restrain or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of prohibit the transactions contemplated hereby by this Agreement; (iv) the Facility shall not have suffered material damage or destruction to an extent that would allow the Lessee the right to terminate the Facility Lease pursuant to the terms thereof; (v) Seller shall not have received any notice of any condemnation or eminent domain proceeding that would allow the Lessee the right to terminate the Facility Lease pursuant to the terms thereof; (vi) Seller shall have delivered into the Closing escrow its countersigned copies of the Seller Documents; and (vii) and Closing shall occur at contemporaneously with the Closing; and (f) No law must closing under each of the Related Contracts except for any Related Contract that shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation terminated as a result of the transactions contemplated herebyan Allowable Termination Event.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have received the executed Valuation Research Opinion; (e) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (ef) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fg) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Transactions are subject to the satisfaction (or waiver by Purchaser in its sole discretion) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (ai) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty Company shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his their obligations hereunder required by this agreement to be performed by him it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Closing as if made at and as of such time, and Purchaser shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (ii) Purchaser shall have consummated the transactions contemplated by the Xxxxx Agreement; (iii) Purchaser shall have received a copy of the resolutions of the Company's Board of Directors authorizing the Transactions, the Stockholders' Agreement (including the election of Purchaser's nominees to the Company's Board of Directors and the amendment of the Company's By-laws as required thereby) and the Licensing Agreement, and complete and correct copies of the Company's certificate of incorporation and by-laws, including all amendments, modifications or supplements thereto (including the amendments to the By-laws contemplated by the Stockholders' Agreement) which copies shall be certified by an executive officer of the Company; (iv) All litigation claims or disputes set forth in, related to or arising out of the complaint filed by the Company against Xxxxx Xxxxx and Xxxx Xxxxx and other defendants in San Diego County Superior Court on September 20, 1999 (Case No. GIC 735665) including any cross-complaints filed by Xxxxx Xxxxx and Xxxx Xxxxx or others against the Company and the proceedings commenced by any of the defendants in the Delaware Chancery Court on November 9, 1999, shall have been settled or otherwise resolved and dismissed with prejudice in a manner and on terms satisfactory to Purchaser in its sole discretion; (v) the Company shall have entered into the License Agreement on or before the Closing DateClosing; (cvi) Seller must the Company shall have delivered to Purchaser a certificate in form entered into the Stockholders' Agreement (and substance satisfactory to Purchaser, dated shall have amended the Closing Date and signed by Seller, as to the satisfaction of the conditions By-laws in the foregoing subsectionsform attached as an exhibit thereto concurrently with the Closing) on or before the Closing; (dvii) Seller must have delivered on or prior to Purchaser or other specified persons the documentsClosing, instruments, certificates and other items required Purchasers' two designees to be delivered by Seller pursuant appointed to section 5.3the Company's Board of Directors in accordance with the provisions of the Stockholders' Agreement shall have been so appointed; (eviii) There must Purchaser shall have received the Company Disclosure Schedule in accordance with Section 4.8 hereof, in which event such Company Disclosure Schedule shall be deemed accepted by Purchaser and this condition to Closing shall be deemed satisfied; provided, however, that the Company Disclosure Schedule shall not be deemed accepted and this condition to Closing shall not be deemed satisfied to the extent it contains, and only with respect to, disclosures (x) regarding the Company's Registered Intellectual Property which would, individually or in effect any temporary restraining orderthe aggregate, preliminary reasonably be expected to have a Company Material Adverse Effect or permanent injunction, stay or other order issued by any Governmental Authority preventing (y) which would materially limit Purchaser from enjoying the consummation benefits of the transactions contemplated hereby to occur at the ClosingLicense Agreement; and (fix) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation completed to its satisfaction its financial and legal due diligence of the transactions contemplated herebyCompany.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The FCC Consents shall have been obtained by one or more FCC Orders, free of any conditions that, individually or in the aggregate, are materially adverse to the business of Purchaser and its Affiliates or that would reasonably be expected to materially impair the Seller Licenses (taken as a whole), except for conditions on any Seller License that are generally applicable to 800 MHz licenses or licensees. (b) The representations and warranties of Seller contained in this agreement must ARTICLE 3 shall be true and correct in all material respects (provided that without giving effect to any representation qualifications or warranty contained herein that is qualified by a limitations therein as to materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by SellerMaterial Adverse Effect) as of the date of this agreement Effective Date and as of the Closing Date as though if made on such date (except that representations and warranties that are made as of the Closing Date (except for any representation or warranty that is limited a specific date need to an earlier date, in which case such representation or warranty shall have been be so true and correct in all material respects only as of such earlier date);. (bc) Seller must shall have performed in all material respects all of his obligations covenants and agreements required by this agreement Agreement to be performed by him on it prior to or before at the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;Closing. (d) Purchaser shall have received at the Closing a certificate signed by an executive officer of Seller must to the effect that such executive officer has read Section 6.1(b) and Section 6.1(c) and the conditions set forth therein have delivered to Purchaser or other specified persons been satisfied as of the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3;Closing Date. (e) There must not No Law or award, order, writ, decree, injunction or judgment by any arbitrator or Governmental Authority shall be in effect any temporary restraining order, preliminary that enjoins or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby. (f) Any applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated. (g) Except as permitted by the Spectrum Lease (if the Lease-Back Option has been timely exercised by Seller) and except for the lease of spectrum under the Assigned Specified Leases (if any), Seller and its Subsidiaries shall have discontinued all of their respective operations on and uses of the spectrum covered by the Seller Licenses. (h) Purchaser shall have received at the Closing each of the deliveries set forth in Section 2.3(b) required to be delivered to Purchaser.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate effect the transactions contemplated hereby to occur at the Closing are Acquisition shall be subject to the satisfaction fulfillment of each of the following conditions, unless any one or more of which may be waived in whole or in part in writing by Purchaser: (a) No Law or Order shall have been enacted, entered, promulgated or enforced by any Governmental Authority, which remains in effect, and which prohibits the consummation of the Acquisition or otherwise makes the Acquisition illegal. (b) The representations and warranties of Seller Novatel set forth in ARTICLE III of this agreement must Agreement shall be true and correct in (disregarding all material respects (provided that any representation qualifications or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes limitations as to “materiality” and words of determining the existence of any breach thereof by Sellersimilar import set forth therein) as of the date of this agreement Agreement and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier dateor, in which the case of those representations and warranties that are made as of a particular date or period, as of such representation date or warranty shall have been period) except where any failure of such representations and warranties to be true and correct only as of such earlier date);date would not be reasonably expected to have, individually or in the aggregate, a Seller Material Adverse Effect. (bc) Seller must Sellers shall have performed and complied in all material respects with all of his covenants, agreements and obligations required by this agreement Agreement to be performed or complied with by him them on or before prior to the Closing Date;. (cd) Seller must Novatel shall have furnished to Purchaser a certificate executed by the chief executive officer of Novatel to evidence compliance with the conditions set forth in Section 6.2(b) and Section 6.2(c) of this Agreement. (e) Those Business Employees on Schedule 6.2(e) of the Disclosure Schedules shall have accepted offers of employment made to them by Purchaser in accordance with Section 5.3(b). (f) Novatel shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction each of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyDeliverables.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his its obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have received proof of the release of Liens with respect to the Purchased Shares; (e) Purchaser must have received executed consents as set forth in Schedules 3.1(c) and (d); (f) Seller must have received executed consents as set forth in Schedules 3.2(b) and (c) in form reasonably satisfactory to Purchaser; (g) The Pricing Committee shall have received the Valuation Research Opinion on or before the Closing Date; (h) Purchaser shall have consummated and received the proceeds from the Debt Financing; (i) Purchaser must have received from Seller an executed original of the Fifth Amended and Restated Shareholders’ Agreement; (j) Purchaser must have received evidence that the subordinated promissory note of Seller in the remaining principal amount of $1,398,512 has been retired and paid in full including all accrued interest through the Closing Date; (k) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (el) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fm) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The All of the representations and warranties of Seller made by the Company in this agreement must be Agreement and in any documents or certificates provided by the Company (i) shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement and (ii) shall be true and correct as of the Effective Time as though made at and as of the Closing Date as though made on and as of the Closing Date (except for Effective Time, provided, however, that if any representation or warranty that (other than the representations contained in Sections 3.1, 3.2, 3.3, 3.4(a), 3.4(b) and 3.4(d)) is limited not true or correct as of the Effective Time, the condition in this clause (ii) shall nonetheless be deemed satisfied unless the facts or circumstances causing any representation or warranty not to an earlier datebe true or correct, either individually or in which case the aggregate, and without giving effect to any materiality qualifier set forth in any such representation or warranty shall warranty, have been true and correct only as of such earlier date);a Company Material Adverse Effect. (b) Seller must The Company shall have performed in all material respects all of his obligations and shall have complied in all material respects with all agreements and covenants required by this agreement Agreement to be performed or complied with by him on it prior to or before at the Closing Date;Effective Time. (c) Seller must Except as specifically contemplated herein, there shall not have delivered to Purchaser a certificate in form and substance satisfactory to Purchaserbeen any action taken, dated the Closing Date and signed by Selleror any statute, as rule, regulation or order enacted, promulgated or issued or deemed applicable to the satisfaction Merger by any Federal or state government or governmental agency or instrumentality or court, which would prohibit Purchaser's ownership or operation of all or a material portion of the conditions in Company's business or assets, whether immediately at the foregoing subsections;Effective Time or as of some future date, whether specified or to be specified, or would compel Purchaser to dispose of or hold separate all or a material portion of the Company's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified as a result of this Agreement, or which would render Purchaser or the Company unable to consummate the transactions contemplated by this Agreement. (d) Seller must have delivered to Purchaser To the extent any material lease, license, loan or financing agreement or other specified persons contract or agreement to which the documentsCompany or any Company Subsidiary, instrumentsas the case may be, certificates and is a party requires the consent of, waiver from, or notice to, the other items required party thereto as a result of the transactions contemplated by this Agreement, such consent, waiver or notice shall have been obtained or given, including, but not limited to, the prior written consent with respect to be delivered by Seller pursuant to section 5.3;all leases set forth on Schedule 3.25(b) of the Company Disclosure Schedule. (e) There must As of the Closing Date, there shall have been no Company Material Adverse Change from that which was represented and warranted on the date of this Agreement pursuant to this Agreement and the Company Disclosure Schedule provided on the date of this Agreement, it being understood that any updates provided pursuant to Section 5.11 hereof do not be in effect any temporary restraining order, preliminary or permanent injunction, stay constitute a waiver or other order issued consent to any such Company Material Adverse Change, except in accordance with Section 5.9. (f) Purchaser shall have received a certificate signed by each of the Chairman, Chief Executive Officer and Chief Operating Officer of the Company, dated as of the Effective Time, certifying that based upon his knowledge, the conditions set forth in Sections 6.2(a), (b) and (e) hereto have been satisfied. (g) Neither the Company nor any Company Subsidiary shall be made a party to, or to the knowledge of the Company, threatened by, any actions, suits, proceedings, litigation or legal proceedings which, if adversely determined, would in the reasonable opinion of Purchaser, have or are likely to have a Company Material Adverse Effect, nor shall any director or officer or former director or officer of the Company or any Company Subsidiary be made a party to, or threatened by, any actions, suits, proceedings, litigation or legal proceedings relating to the performance or nonperformance of their legal or fiduciary duties as directors and officers of the Company or any Company Subsidiary which in the reasonable opinion of Purchaser is likely to have a Company Material Adverse Effect. No action, suit, proceeding or claim shall have been instituted, made or threatened by any Governmental Authority preventing person relating to the Merger or the validity or propriety of the transactions contemplated by this Agreement or the Bank Merger Agreement which would make consummation of the Merger inadvisable in the reasonable opinion of Purchaser. (h) The Bank Merger Agreement shall have been duly authorized and approved by the Company and the Bank and the other terms and conditions of the Bank Merger Agreement shall have been satisfied so as to permit the Bank Merger to be consummated as contemplated thereby. (i) All action required to be taken by or on the part of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby to occur at shall have been duly and validly taken by the Closing; andBoard of Directors and the stockholders of the Company, and Purchaser shall have received certified copies of the resolutions evidencing such authorization. (fj) No law must The Company shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal procured and delivered to Purchaser the consummation resignations of each of the transactions contemplated herebydirectors and executive officers of the Company and the Company Subsidiaries, effective as of the Effective Time, in form and substance reasonably acceptable to Purchaser. (k) Purchaser shall have received an opinion of Muldoon Murphy & Aguggia LLP, counsel for the Company, substantially xx xxx xxxx xx Exhibit E hereto. (l) The Company shall have delivered to Purchaser applicable titles with respect to any and all real property owned by the Company or the Company Subsidiaries, pursuant to Section 5.18.

Conditions to the Obligations of Purchaser. The obligations obligation of the Purchaser to consummate the transactions Transactions contemplated hereby to occur at the Closing are subject shall be further conditioned upon the satisfaction or fulfillment, at or prior to the satisfaction Closing, of each the following conditions, unless waived in whole by it at or in part in writing by Purchaserprior to the Closing: (a) The representations and warranties of Seller in this agreement must contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification will not as to materiality, which shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true and correct in all respects), in each case when made and at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) with the same force and effect as though made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);time. (b) Seller must shall have performed in all material respects all of his obligations agreements contained herein or required by this agreement to be performed by him on it at or before the Closing Date;Closing. (c) An officer of Seller must shall have delivered to Purchaser a certificate certificate, dated the Closing Date, certifying as to the fulfillment of the conditions set forth in paragraphs (a) and (b) above. (d) X.X. Childs shall have waived its preemptive rights with respect to the Transactions and shall have delivered an executed counterpart of the Amendment to Stockholders Agreement. (e) Seller shall have delivered to Purchaser executed counterpart signature pages to each of the Amendment to Stockholder Agreement and the Right of First Offer Agreement. (f) The board of directors or other appropriate governing body of Purchaser or the appropriate Affiliate thereof shall have approved the Transactions. (g) The Certificate of Designation completed in accordance with the provisions of Section 2.2 shall have been duly executed by the Company and filed with the Secretary of State of the State of Oklahoma and shall be in full force and effect under the laws of the State of Oklahoma as of the Closing. (h) Purchaser shall have received from outside legal counsel to Seller a legal opinion reasonably acceptable to Purchaser with respect to the matters set forth in Sections 4.1, 4.3 and 4.5 hereof. (i) All corporate and other proceedings of Seller in connection with the Transactions, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to Purchaser, Seller shall have delivered to the Purchaser all such receipts, documents, instruments and certificates, in form and substance reasonably satisfactory to Purchaser, dated which Purchaser shall have reasonably requested in order to consummate the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyTransactions.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at proceed with the Closing are is subject to the satisfaction on or prior to the Closing Date of each the following further conditions, unless waived any one or more of which may be waived, in whole or in part in writing part, by Purchaser: (a) The each Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date, except (solely for the purposes of this Section 7.02(a)) where the failure to perform would not in the aggregate have a Material Adverse Effect; (b) the representations and warranties of the applicable Seller contained in this agreement must Agreement (without regard to Material Adverse Effect or similar qualifiers other than those in Section 4.19 (Change in Circumstances)) shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to the extent such representations and warranties expressly relate to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); , except (bsolely for the purposes of this Section 7.02(b)) Seller must have performed in all material respects all for failures of his obligations required by this agreement the representations and warranties to be performed by him on or before true and correct that have not in the Closing Dateaggregate resulted in a Material Adverse Effect; (c) Seller must Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction on behalf of the applicable Seller indicating that the conditions provided in the foregoing subsectionsSection 7.02(a) and Section 7.02(b) have been satisfied; (d) Seller must the Purchaser Governmental Approvals shall have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3been obtained; (e) There must Purchaser shall have received the deliveries to be made by the applicable Seller under Section 2.04; (f) the Facilities have not be in effect suffered any temporary restraining ordertheft, preliminary damage, removal, destruction or permanent injunction, stay or other order issued by casualty loss of any Governmental Authority preventing the consummation portion of the transactions contemplated hereby to occur at the ClosingFacilities, not covered by insurance, which has resulted in a Material Adverse Effect; and (fg) No law must Rocky Mountain Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation completed all of the transactions contemplated herebyFall 2010 RMEC Outage Work.

Conditions to the Obligations of Purchaser. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby to occur at the Closing are Transaction shall be subject to the satisfaction fulfillment, on or before the Closing Date, other than in respect of the conditions set forth in Section 7.1(a), Section 7.1(b) and Section 7.1(d) which shall be subject to the fulfillment, on or before: (1) the Confirmation Date or (2) only in the event the notice set forth in Section 4.2 has been delivered to Seller at the Confirmation Date and without prejudice to Seller’s right set forth in Section 8.1(g), the Closing Date, of each of the following conditions, unless conditions (all or any of which may be waived in whole or in part by Purchaser in writing its sole discretion, to the extent permitted by Purchaser:Law): (a) (i) The representations and warranties of Seller contained in this agreement must Section 2.1, Section 2.3(a) and Section 2.19 shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the Confirmation Date (or if clause (2) of Section 7.1 applies, the Closing Date) with the same force and effect as if made as of such date (other than such representations and warranties as are made as of another date, which shall be so true and correct as of such other date), (ii) all of the other representations and warranties of Seller contained in this agreement Agreement (disregarding all qualifications and exceptions contained therein relating to materiality) shall be true and correct as of the Confirmation Date (or if clause (2) of Section 7.1 applies, the Closing Date), with the same force and effect as if made as of such date (other than such representations and warranties as are made as of another date, which shall be so true and correct as of such other date; provided, however, that in the case that clause (1) of Section 7.1 applies, representations made as of the Closing Date as though shall for purposes of this Section 7.1(a) be deemed made on and as of the Closing Date (Confirmation Date), except for in either case where any representation or warranty that is limited failure of such representations and warranties to an earlier date, in which case such representation or warranty shall have been be so true and correct only as of such earlier datewould not result in a Business Material Adverse Effect, (iii) (1) the covenants and agreements contained in this Agreement (other than Section 4.18(d); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed complied with by him Seller on or before the Closing shall have been complied with in all material respects and (2) no Seller Intentional Breach shall have occurred and be continuing, in each case as of the Confirmation Date (or if clause (2) of Section 7.1 applies, the Closing Date;), and (iv) Purchaser shall have received a certificate signed on behalf of Seller by an officer of Seller to the effect that the conditions set forth in the foregoing clauses (i), (ii) and (iii) have been satisfied. (i) The FTC shall have accepted for public comment an agreement containing a consent order that includes a proposed decision and order that, if issued as a final order, would require Seller or Rexam to consummate the Transaction with Purchaser (or that incorporates, directly or by reference, the terms of this Agreement) and shall have approved the terms of this Agreement, the Ancillary Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities, (ii) the EC shall have issued its decision pursuant to paragraph 19 of the EC Commitments approving the terms of this Agreement and the Ancillary Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities and shall have approved the Transaction in accordance with Council Regulation (EC) 139/2004 and (iii) XXXX shall have approved the terms of this Agreement and the Ancillary Agreements and Purchaser as the purchaser of the Purchased Assets and Assumed Liabilities in Brazil, and shall have determined that the conditions set forth in the Merger Control Agreement (Acordos em Controle de Concentrações) are satisfied. (c) Seller must No Governmental Authority shall have delivered to Purchaser a certificate enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that remains in form and substance satisfactory to Purchaser, dated effect that has the Closing Date and signed by Seller, as to effect of making the satisfaction Transaction illegal or otherwise prohibiting the consummation of the conditions in the foregoing subsections;Transaction. (d) Seller must Except with respect to actions planned to take place post-Closing (with respect to the French and Spanish Entities and Dutch Entities or as otherwise expressly noted therein), the Restructuring shall have delivered to Purchaser or other specified persons been completed in all material respects in accordance with the documents, instruments, certificates and other items required to terms of the Restructuring Steps Plan set forth in Schedule 4.16 (as such plan may be delivered modified as permitted by Seller pursuant to section 5.3;Section 4.16). (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing All conditions to the consummation of the transactions contemplated hereby to occur Rexam Transaction (other than, if the Rexam Transaction is being implemented by way of a Scheme, the approval at the Closing; and (fSanction Hearing) No law must shall have been enactedsatisfied or, issuedif applicable, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebywaived.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are is subject to the satisfaction fulfillment at or prior to the Closing of each of the following conditions, unless any or all of which may be waived in whole or in part in writing by PurchaserPurchaser to the extent permitted by applicable Law: (a) The Each of the representations and warranties of Seller the Warrantors set forth in this agreement must Article IV and Article V, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement hereof and as of the Closing Date as though made on and as of the Closing Date (except for other than any representation or warranty that is limited to an earlier such representations and warranties made as of a specified date, in which case such representation or warranty shall have been be true and correct only as of such earlier specified date);. (b) Seller must The Warrantors shall have performed or complied in all material respects with all of his obligations covenants and agreements contained herein required by this agreement to be performed or complied with by him on them prior to or before at the Closing Date;time of the Closing. (c) Seller must have delivered to Purchaser a certificate in form All Consents of any competent Government Authorities, the then existing shareholder(s) and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as director(s) of Company prior to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser Closing, or other specified persons the documents, instruments, certificates and other items any Persons which are required to be delivered obtained by Seller pursuant to section 5.3; (e) There must not be each Warrantor in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing connection with the consummation of the transactions contemplated under this Agreement and the other Transaction Documents shall have been duly obtained prior to and be effective as of the Closing and evidence thereof shall have been delivered to Purchaser. (d) Since the date hereof, there shall not have been any Company Material Adverse Effect. (e) Purchaser’s legal, business and financial due diligence investigation and other investigations on the business of the Group Companies shall have been completed to its satisfaction. Purchaser shall have obtained all necessary internal approvals for the execution of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby and such approval shall not have been rescinded, revoked or materially amended. Each Group Company shall have provided designated representatives of Purchaser with access to occur at all such Group Company online banking portals, replaced such Group Company’s authorized signatories on record with its banks or other financial institutions with designated representatives of Purchaser, passwords on record with its banks or other financial institutions to such passwords designated by Purchaser and moved the Closing; andbank accounts of such Group Company to new online profiles. (f) No law must The Warrantors shall have executed and delivered to Purchaser a certificate dated as of the Closing (i) stating that the conditions specified in this Section 9.1 have been enactedfulfilled as of the Closing (other than (d) and (e)), issuedand (ii) attaching thereto (a) a certificate of good standing of Company issued by the Registrar of Companies in the Cayman Islands, enforcedwhich shall be issued within no more than twenty (20) business days from the Closing Date, entered(b) a current certificate of incumbency of Company issued by the registered office provider of Company, or promulgated that prohibits or makes illegal the consummation and (c) copies of all resolutions approved by all shareholder(s) and director(s) of each Group Company related to the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction fulfillment, at or prior to the Closing, of each of the following conditions, unless any of which may be waived in whole or in part in writing by PurchaserPurchaser in its sole discretion: (a) (i) The representations and warranties of each Seller contained in this agreement must Agreement or in any certificate or other writing delivered pursuant to the provisions of this Agreement (other than Section 3.1(f)) shall be true and correct in all material respects (provided that any such representation or and warranty contained herein of a Seller that is qualified by a materiality or material adverse effect qualification will not standard shall be so qualified for purposes of determining the existence of any breach thereof by Sellertrue and correct in all respects) as of the date of this agreement Agreement and as of the Closing Date Closing, as though made on at and as of the Closing Date (Closing, except for any representation representations or warranty that is limited to an earlier warranties made as of a specific date, in which case such representation or warranty shall have been be true and correct only in all material respects as of such earlier date);, and (ii) the representations and warranties contained in Section 3.1(f) shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made at and as of the Closing. (b) Seller must Sellers shall have performed or complied in all material respects with all of his obligations obligations, agreements and covenants contained in this Agreement as to which performance or compliance by Sellers is required by this agreement prior to be performed by him on or before at the Closing Date;. (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent No injunction, stay order or other order issued by any Governmental Authority preventing award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must or granting damages in connection therewith, shall have been enactedissued and remain in force, issuedand no suit, enforcedaction or other proceeding (instituted by a Person other than Purchaser or its Affiliates) shall be pending before any Governmental Authority or threatened that seeks to restrain, entered, enjoin or promulgated that prohibits or makes illegal otherwise prohibit the consummation of the transactions contemplated herebyby this Agreement or recover damages from Purchaser resulting therefrom. (d) With respect to the Preliminary Closing, all conditions precedent for the Closing and the consummation of the transactions contemplated by the Contribution Agreement (other than the Preliminary Closing) shall have been satisfied. (e) With respect to the Secondary Closing, (i) the Preliminary Closing shall have been consummated and (ii) the transactions contemplated by the Contribution Agreement shall be consummated concurrently with the Secondary Closing as part of the same transaction. (f) Each holder of Preferred Stock, Common Stock and Options shall have executed and delivered such holder’s signature page(s) to this Agreement or the Contribution Agreement or both such agreements, such that all issued and outstanding shares of Preferred Stock, vested Common Stock and vested Options will be sold to Purchaser hereunder and/or contributed to Parent under the Contribution Agreement at Closing. Each Seller shall have completed the schedule attached to such Seller’s signature page hereto.

Conditions to the Obligations of Purchaser. The obligations Each and every obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are hereunder shall be subject to the satisfaction satisfaction, as of Closing, of each of the following conditions, unless each of which can be waived in whole or in part in writing by Purchaser, but only in writing: (a) The All of the representations and warranties of Seller set forth in this agreement must Article III above shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement hereof and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited shall be deemed to an earlier date, in which case such representation or warranty shall have been made again at Closing and shall then be true and correct only except for representations and warranties as of a specified date, which shall be true and correct as of such earlier date); (b) Each of the covenants and other obligations of Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him it on or before Closing pursuant to the terms hereof shall have been duly performed and complied with in all material respects; (c) No action, suit, or proceeding shall be pending before any court or governmental agency or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Purchaser to own the Acquired Assets and to operate the Business; (d) Seller shall have obtained a release or releases or other appropriate documents as may be necessary to enable Purchaser to cancel or release any and all Liens encumbering or otherwise affecting any of the Acquired Assets other than the Permitted Liens and Seller shall have delivered to Purchaser a certified Uniform Commercial Code or equivalent search in the name of the Seller, performed in each jurisdiction where the Acquired Assets of Seller are located and where Seller’s Chief Executive Office (as that term is used under the Uniform Commercial Code in the state wherein such search is being performed) is located, dated not more than 30 days prior to the Closing Date showing no Liens of record encumbering the Acquired Assets other than Permitted Liens and Liens to be released hereunder; (e) The expiration or early termination of the applicable waiting period under the H-S-R Act; (f) Seller shall have delivered to Purchaser a certificate, in form reasonably satisfactory to Purchaser, to the effect that each of the conditions specified above in Section 8.l(a)-(c) and (e) has been satisfied in all material respects; (g) There shall have been no material adverse change in the condition or character of the Fee Owned Property, any Real Property Lease or any Restaurant and there shall have been no event or circumstance that has had or could reasonably be expected to have a material adverse change on the operations, financial condition or prospects of any Restaurant, in each case, between the date of the Most Recent Financial Statement and the Closing Date; (ch) Since the date of the Most Recent Financial Statement, there shall not have been a Material Adverse Effect; (i) Seller must shall have delivered to Purchaser a certificate the Financial Statements described in form and substance satisfactory to Purchaser, dated Section 5.l(m); (j) The Inventory level at each Restaurant location as of the Closing Date and signed by Seller, as shall be sufficient to operate each Restaurant location in the satisfaction Ordinary Course of Business. (k) Seller shall have delivered all of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates executed agreements and other items instruments required to be delivered by Seller pursuant to section 5.3Section 2.9 hereof; (el) There must not be Seller shall have delivered any executed assignments of copyrightable works delivered to Seller pursuant to Section 5.1(o); (m) Xxxxxxxx shall have executed and delivered the Non-Compete and Non-Solicitation Agreement in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation form attached hereto as Exhibit “J”; (n) Seller shall have delivered to Purchaser from its members holding at least fifty one percent (51%) of its voting power as of the transactions contemplated hereby to occur at Closing Date a consent, release and discharge of Purchaser, its executive officers, managers, employees, directors, subsidiaries, Affiliates, attorneys and agents in substantially the Closing; and (f) No law must have been enactedform of Exhibit “Q” from all Damages that may arise in connection with the authorization, issuedexecution, enforced, entered, or promulgated that prohibits or makes illegal delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.; (o) Seller shall have delivered to Purchaser a legal opinion of Seller’s counsel, in form and substance attached hereto as Exhibit “K”; (p) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby are reasonably satisfactory in form and substance to Purchaser; (q) Receipt by Purchaser of the Material Consents and Permits (other than the Liquor Licenses) and subject to Section 6.2, receipt by Purchaser of such other authorizations, consents, filings and approvals necessary to permit Seller to perform the transactions contemplated hereby, and all authorizations, consents, filings, licenses, permits and approvals necessary to permit Purchaser to continue the Business of Seller and to own and operate the Acquired Assets in the manner now conducted, owned and operated by Seller as obtained, made or given, in form and substance reasonably satisfactory to Purchaser, not subject to the satisfaction of any condition that has not been satisfied or waived and in full force and effect; and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the transactions contemplated under this Agreement, if any, shall have occurred;

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur purchase Shares at the Closing are is subject to the satisfaction fulfillment, or the waiver by Purchaser, of each the following conditions, unless waived in whole conditions on or in part in writing by Purchaserbefore the Closing: (a) The representations Each representation and warranties of Seller warranty contained in this agreement must Section 4 shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made complete on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case with the same effect as though such representation or and warranty shall have had been true made on and correct only as of such earlier that date);. (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must The Company shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchasercertificate, executed by the Chief Executive Officer of the Company, dated the Closing Date and signed by SellerDate, as certifying to the satisfaction fulfillment of the conditions specified in Section 5(a) of this Subscription Agreement. (c) All registrations, qualifications, permits and approvals required under applicable state and Federal securities laws for the foregoing subsections;lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Shares shall have been obtained, except for the notices required or permitted to be filed after the Closing with certain Federal and state securities commissions, which notices the Company will file on a timely basis. (d) Seller must The Company will have delivered a binding (though not necessarily final) agreement to Purchaser acquire one or other specified persons more Targets at the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation time of the transactions contemplated hereby Closing and shall deploy the proceeds of this Offering as set forth in Schedule I hereto (subject to occur at the Closing; and (freturn of any funds to the Company resulting from a diminution in purchase price of any Target identified on Schedule I, which funds shall thereafter be used in connection with satisfying the Company’s obligation under Section 6(a) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyhereof.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Deer contained herein that is are qualified by a as to materiality or material adverse effect qualification will not shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier such date, and each of the representations and warranties of Deer that are not so qualified shall be true in which case such representation or warranty shall have been true and correct only as of such earlier date);all material respects. (b) Seller must Deer shall have performed and complied in all material respects with all of his covenants, agreements, obligations and conditions required by this agreement Agreement to be performed or complied with by him on Deer at or before prior to the Closing Date;Closing. (c) Seller must There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Share Exchange, (b) could have a Material Adverse Effect on Purchaser’s ability to exercise control over or manage the Deer after the Closing or (c) could have a Material Adverse Effect any member of the Deer. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Share Exchange. (e) The Related Agreements to which Deer is a party and all other documents to be delivered by Deer to Purchaser a certificate at the Closing shall be satisfactory in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and. (f) No law must All Consents of all Third Parties and Governmental Bodies shall have been enactedobtained that are necessary, issuedin the opinion of Purchaser Counsel, enforced, entered, in connection with (a) the execution and delivery by Deer of this Agreement and the Related Agreements to which it is a Party or promulgated that prohibits or makes illegal (b) the consummation by Deer of the Share Exchange and copies of all such Consents shall have been delivered to Purchaser. (g) Deer and Crescent Liu shall have executed and delivered to Purchaser the Return to Treasury Agreement and shall simultaneously with the Closing consummate the transactions contemplated herebytherein.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Taiyu contained herein that is are qualified by a as to materiality or material adverse effect qualification will not shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Taiyu that are not so qualified shall be true in all material respects on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Seller must Taiyu shall have performed and complied in all material respects with all of his covenants, agreements, obligations and conditions required by this agreement Agreement to be performed or complied with by him on Taiyu at or before prior to the Closing Date;Closing. (c) Seller must There shall not be threatened, instituted or pending any Proceeding by or before any court or Govern­mental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Share Exchange, (b) could have a Material Adverse Effect on Purchaser's ability to exercise control over or manage the Taiyu after the Closing or (c) could have a Material Adverse Effect on Taiyu. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Share Exchange. (e) The Related Agreements to which Taiyu is a party and all other documents to be delivered by Taiyu to Purchaser a certificate at the Closing shall be satisfactory in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and. (f) No law must All Consents of all Third Parties and Governmental Bodies shall have been enactedobtained that are necessary, issuedin the opinion of Purchaser Counsel, enforced, entered, in connection with (a) the execution and delivery by Taiyu of this Agreement and the Related Agreements to which it is a Party or promulgated that prohibits or makes illegal (b) the consummation by Taiyu of the Share Exchange and copies of all such Consents shall have been delivered to Purchaser. (g) Schlombs shall have executed and delivered to Purchaser the Control Share Agreement and shall simultaneously with the Closing consummate the transactions contemplated herebytherein.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (ai) The Each Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and (ii) the representations and warranties of Seller in this agreement must the Sellers contained herein (A) that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Closing as if made as of such date, and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement at and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty time. Purchaser shall have been true and correct only received a certificate of each Seller, dated as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by an officer of such Seller, certifying as to the satisfaction fulfillment of the conditions in the foregoing subsectionsforegoing; (db) Seller must The Sellers shall have delivered made or caused to be made delivery to the Purchaser or other specified persons of the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the ClosingSection 3.1(b); and (fc) No law must Purchaser shall have been enactedreceived from one or more title companies recognized in Puerto Rico, issuedselected by Purchaser, enforced, entered, or promulgated that prohibits or makes illegal and reasonably acceptable to Sellers (“Purchaser’s Title Company”) standard 1992 ALTA Form B owner’s (with respect to the consummation Owned Real Property) title insurance policies obtained at Purchaser’s expense. Each such policy shall: (i) be dated as of the transactions contemplated herebyClosing Date, (ii) be accompanied by copies of all documents referenced as exceptions to title, (iii) insure good, valid and marketable fee simple title to the Owned Real Property in Purchaser subject only to Permitted Encumbrances, and (iv) contain 3.0 zoning. Sellers agree to execute such reasonable affidavits and other documents, consistent with local practice, as are necessary to induce Purchaser’s title company to issue the policies, endorsements and affirmative coverages in the manner set forth above. Sellers shall cause all Permitted Encumbrances and exceptions to title of a definite and ascertainable amount to be satisfied prior to the Closing, except as would not have a Material Adverse Effect.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Dalian Steel contained herein that is are qualified by a as to materiality or material adverse effect qualification will not shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier such date, and each of the representations and warranties of Dalian Steel that are not so qualified shall be true in which case such representation or warranty shall have been true and correct only as of such earlier date)all material respects; (b) Seller must Dalian Steel shall have performed and complied in all material respects with all of his covenants, agreements, obligations and conditions required by this agreement Agreement to be performed or complied with by him on Dalian Steel at or before prior to the Closing DateClosing; (c) Seller must There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (i) restrains or prohibits the consummation of the Purchase, (ii) could have delivered a Material Adverse Effect on Purchaser’s ability to Purchaser a certificate in form and substance satisfactory to Purchaser, dated exercise control over or manage Dalian Steel after the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsor (iii) could have a Material Adverse Effect on Dalian Steel; (d) Seller must have delivered to Purchaser On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or other specified persons prohibiting the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3consummation of the Purchase; (e) There must not The Related Agreements to which Dalian Steel is a party and all other documents to be delivered by Dalian Steel to Purchaser at the Closing shall be satisfactory in effect any temporary restraining orderform and substance to Purchaser; (f) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, preliminary in the opinion of Purchaser Counsel, in connection with (i) the execution and delivery by Dalian Steel of this Agreement and the Related Agreements to which it is a Party or permanent injunction, stay or other order issued by any Governmental Authority preventing (ii) the consummation by Dalian Steel of the transactions contemplated hereby Purchase and copies of all such Consents shall have been delivered to occur at the ClosingPurchaser; and (fg) No law must Purchaser and Xxxxx Xx shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal executed and delivered to Purchaser the consummation of Return to Treasury Agreement and shall simultaneously with the Closing consummate the transactions contemplated herebytherein.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (bi) Seller must shall have performed in all material respects all of his its obligations hereunder and under the Reorganization Agreement required by this agreement to be performed by him on it at or before prior to the Closing, (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or a Seller Material Adverse Effect or any similar standard or qualification, shall be true and correct at and as of the Closing, as if made at and as of such time (other than representations or warranties that address matters only as of a certain date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not be reasonably expected to have a Seller Material Adverse Effect, and (iii) Purchaser shall have received a certificate signed by an executive officer of Seller to the foregoing effect. (b) All conditions to the obligations of Seller and VoiceStream to close the Transactions contemplated by the Reorganization Agreement shall have been satisfied or waived, and each of Seller and VoiceStream shall deliver to Purchaser a certificate signed by an executive officer certifying that the closing of the Transactions contemplated by the Reorganization Agreement will occur immediately following the closing of the transactions contemplated herein; provided, however, that if the Transactions contemplated by the Reorganization Agreement do not close immediately after the Closing Date;of the transactions hereunder, the transactions contemplated hereunder shall be void and of no further force and effect. (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as All conditions to the satisfaction obligations of the conditions in the foregoing subsections; (d) Seller must have delivered VoiceStream and Cook Xxxet GSM, Inc. to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of close the transactions contemplated hereby to occur at by the Closing; and (f) No law must VoiceStream Agreement shall have been enacted, issued, enforced, entered, satisfied or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyexpressly waived in writing.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that, if permitted by applicable Law, Purchaser may waive any one or more of the following conditions, unless waived in whole or in part in writing by Purchaser:): (a) The there shall not be in effect any Law or Order enacted, issued, promulgated, enforced or entered by any court or other Governmental Authority of competent jurisdiction (each, a “Restraint”) that permanently enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated hereby; provided, that, prior to invoking this condition, Purchaser shall have used commercially reasonable efforts to remove any such Restraint and shall have complied with all other terms of this Agreement; (b) Seller shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with by Seller under this Agreement at or prior to the Closing; (c) the representations and warranties of Seller contained in this agreement must ARTICLE IV shall be true and correct in all material respects (provided that without giving effect to any representation limitation or warranty qualification contained herein that is qualified by a materiality therein relating to “materiality” or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller“Material Adverse Effect”) as of the date of this agreement at and as of the Closing Date as though made on at and as of the Closing Date (except for any representation or warranty that is limited to the extent expressly made as of an earlier date, in which case only at and as of such representation or warranty shall have been date), except where the failure of such representations and warranties to be so true and correct only as of such earlier date); (b) Seller must have performed giving effect to the applicable exceptions set forth in all material respects all of his obligations required by this agreement the Disclosure Schedule but without giving effect to be performed by him on any limitation or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, qualification as to the satisfaction of the conditions in the foregoing subsections;“materiality” or “Material Adverse Effect” set forth therein) has not had, and would not reasonably be expected to have, a Material Adverse Effect. (d) Seller must Purchaser shall have delivered received consents from each landlord under the Real Property Leases sufficient to permit Purchaser to use and occupy the applicable Leased Real Property in accordance with past practice of the Business, excluding any Real Property Leases which the landlord has elected to terminate under any recapture or other specified persons the documentssimilar provisions set forth in any such Real Property Lease, instruments, certificates duly executed by each such landlord and other items required to be delivered by Seller pursuant to section 5.3;Seller. (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay Purchaser shall have obtained on terms and conditions reasonably satisfactory to it the letter of credit or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby substitute security referred to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyin Section 6.11 hereof.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at effect the Closing are is further subject to the satisfaction of each the following conditions, unless any or all of which may be waived on or prior to the Closing Date in whole or in part in writing by Purchaser:. (a) The representations and warranties of made by Seller in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement at and as of the Closing Date with the same force and effect as though made on at and as of the Closing Date (except for to the extent that any representation or warranty that is limited to an earlier made as of a specific date, in which case such representation or warranty shall have been be true and correct only as of such earlier date); provided, however, that in the event of a breach of a representation or warranty other than a representation or warranty qualified by Material Adverse Effect, the condition set forth in this Section 6.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together results in a Material Adverse Effect; (b) Seller must shall have performed in all material respects all of his obligations required by this agreement to be performed by him on or before it under this Agreement prior to the Closing Date;. (c) Purchaser shall have received from Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsRequired Financial Statements; (d) Parent shall have secured, at its sole cost and expense (including the payment of any premium), the completion of the “bid purchase” mechanism for the auction market preferred securities (“AMPS”) described in that certain Investment Agreement (as it may be or have been amended or otherwise modified, the “AMPS Investment Agreement”), dated October 12. 2001, by and among HMC and XxXxxxxx Xxxxxxx for the benefit of BNP Paribas and the repurchase or cancellation of the HMC Loan Note. Notwithstanding the foregoing, Purchaser acknowledges that EMC shall pay, and Parent shall not be responsible for, amounts representing regular or scheduled dividends and interest on the AMPS and HMC Loan Note, respectively, accrued or payable subsequent to the Reference Date; and (e) Seller must shall have delivered to Purchaser or other specified persons the all documents, instruments, certificates instruments and other items required evidence in form and substance reasonably satisfactory to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining orderPurchaser providing that, preliminary or permanent injunctionimmediately upon the Closing, stay or other order issued by any Governmental Authority preventing the consummation all of the transactions contemplated hereby to occur at New Liens and Guarantees will be unconditionally released, satisfied or otherwise discharged and that thereupon the Closing; and (f) No law must New Liens and Guarantees Documents will no longer have been enacted, issued, enforced, entered, any force or promulgated effect on the Companies and that prohibits or makes illegal the consummation none of the transactions contemplated herebyCompanies will have any remaining obligations or liabilities thereunder.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each of, or waiver by Purchaser of, the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him conditions on or before the Closing Date: (i) Seller shall have executed and delivered to Purchaser an assignment and assumption agreement and xxxx of sale, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement and Xxxx of Sale”); (cii) Seller must shall have delivered to Purchaser a certificate of the secretary of Seller, in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction certifying resolutions of the conditions in board of directors and stockholders of Seller approving this Agreement, the foregoing subsectionsother Seller Documents and the transactions contemplated hereby and thereby and setting forth an incumbency certificate with respect to all officers of Seller executing this Agreement, the other Seller Documents and/or any instrument or document contemplated hereby or thereby; (diii) Seller must shall have delivered to Purchaser or other specified persons the documents, instruments, certificates its Books and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the ClosingRecords; and (fiv) No law must Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal executed and delivered to Purchaser such other conveyance documents as are reasonably appropriate to transfer title and/or ownership to the consummation of Purchased Assets to Purchaser hereunder and to otherwise consummate the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The Notwithstanding any ------------------------------------------ other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The representations and warranties made by Bancorp in Sections 4.1, 4.2 and 4.4 of Seller this Agreement shall have been true and ------------------------- correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made on and as of such time with regard to any Disclosure Schedule Update. Each other representation and warranty made by Bancorp in this agreement must be Agreement or in any other document delivered by Bancorp or any Bancorp Subsidiary pursuant to this Agreement: (i) that is not qualified as to materiality, Bancorp Material Adverse Change or Bancorp Material Adverse Effect, shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement; and (ii) that is qualified in any respect as to materiality, Bancorp Material Adverse Change or Bancorp Material Adverse Effect, shall have been true and correct as of the Closing Date date of this Agreement. In addition, all of the representations and warranties that are referenced in clauses (i) and (ii) of the immediately preceding sentence shall be true and correct as of the Effective Time as though made on and as of the Closing Date (except such time; provided, however, that for any representation or warranty that is limited all purposes of this Section 8.1(a), such -------------- representations and warranties shall be deemed to an earlier date, in which case such representation or warranty shall have been be so true and correct only as of the Effective Time unless the failure or failures of such earlier date);representations and warranties to be true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality, Bancorp Material Adverse Change or Bancorp Material Adverse Effect set forth in such representations or warranties, will have or are reasonably likely to have a Bancorp Material Adverse Effect. (b) Seller must Bancorp shall have performed in all material respects all of his its obligations and shall have performed or complied in all of the material respects with all agreements and covenants required by this agreement Agreement and in any other document delivered by Bancorp or any Bancorp Subsidiary pursuant to this Agreement to be performed by him on or before complied with by Bancorp prior to or at the Closing Date;Effective Time. (c) Seller must Except as specifically contemplated herein, there shall not have delivered been any action taken, or any Applicable Law or Regulation enacted, promulgated or issued which would prohibit Purchaser's ownership or operation of all or a material portion of Bancorp's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified, or which would compel Purchaser to dispose of or hold separate all or a certificate in form and substance satisfactory material portion of Bancorp's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to Purchaserbe specified, dated the Closing Date and signed by Seller, as or which would render Purchaser or Bancorp unable to the satisfaction consummate any aspect of the conditions in the foregoing subsections;Reorganization. (d) Seller must have delivered To the extent the consummation of the Reorganization requires that Bancorp or any Bancorp Subsidiary, as the case may be, obtain the consent or waiver of the other party to Purchaser any material lease, license, loan or inancing agreement or other specified persons contract or agreement to which Bancorp or any Bancorp Subsidiary, as the documentscase may be, instrumentsis a party, certificates and other items required such consent or waiver shall have been obtained, unless the failure to be delivered by Seller pursuant to section 5.3;obtain such consent or waiver would not have a Bancorp Material Adverse Effect. (e) There must not be in effect any temporary restraining orderNo action, preliminary suit, proceeding or permanent injunction, stay claim shall have been (i) instituted or other order issued made by any Governmental Authority preventing Person, or (ii) threatened by any Person, in each case relating to the Merger or the validity or propriety of any aspect of the Reorganization that would materially and adversely affect the consummation of the transactions contemplated hereby to occur at Reorganization in the Closing; andreasonable opinion of Purchaser. (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation The aggregate number of Dissenting Shares shall not exceed ten percent (10%) of the transactions contemplated herebyoutstanding shares of Bancorp Stock at the Effective Time.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Nova Furniture contained herein that is are qualified by a as to materiality or material adverse effect qualification will not shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier such date, and each of the representations and warranties of Nova Furniture that are not so qualified shall be true in which case such representation or warranty shall have been true and correct only as of such earlier date)all material respects; (b) Seller must Nova Furniture shall have performed and complied in all material respects with all of his covenants, agreements, obligations and conditions required by this agreement Agreement to be performed or complied with by him on Nova Furniture at or before prior to the Closing DateClosing; (c) Seller must There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (i) restrains or prohibits the consummation of the Share Exchange, (ii) could have delivered a Material Adverse Effect on Purchaser’s ability to Purchaser a certificate in form and substance satisfactory to Purchaser, dated exercise control over or manage Nova Furniture after the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsor (iii) could have a Material Adverse Effect on Nova Furniture; (d) Seller must have delivered to Purchaser On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or other specified persons prohibiting the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3consummation of the Share Exchange; (e) There must not The Related Agreements to which Nova Furniture is a party and all other documents to be delivered by Nova Furniture to Purchaser at the Closing shall be satisfactory in effect any temporary restraining orderform and substance to Purchaser; (f) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, preliminary in the opinion of Purchaser Counsel, in connection with (i) the execution and delivery by Nova Furniture of this Agreement and the Related Agreements to which it is a Party or permanent injunction, stay or other order issued by any Governmental Authority preventing (ii) the consummation by Nova Furniture of the transactions contemplated hereby Share Exchange and copies of all such Consents shall have been delivered to occur at the ClosingPurchaser; and (fg) No law must Purchaser and Xxxx Xx shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal executed and delivered to Purchaser the consummation of Return to Treasury Agreement and shall simultaneously with the Closing consummate the transactions contemplated herebytherein.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby consummate, or cause to occur at be consummated, the Closing are subject to the satisfaction of each the following additional conditions, unless any one or more of which may be waived in whole or in part in writing by Purchaser: (a) The Each of (i) the Fundamental Representations which (x) are qualified or limited by “materiality”, “Material Adverse Effect” or other words of similar import, shall be true and correct in all respects as of the date hereof and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of Seller such earlier date and (y) are not qualified or limited by “materiality”, “Material Adverse Effect” or other words of similar import, shall be true and correct in this agreement must all respects as of the date hereof and as of the Closing Date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such earlier date and (provided that ii) the representations and warranties of the Blockers contained in Section 2 and the Company and Selling Parties contained in Section 3 other than the Fundamental Representations shall be true and correct (disregarding any representation qualifiers or warranty contained herein that is qualified by a materiality limiters as to “materiality”, “Material Adverse Effect” or material adverse effect qualification will not be so qualified for purposes other words of determining the existence of any breach thereof by Sellersimilar import) as of the date of this agreement hereof and as of the Closing Date Date, as though if made on anew at and as of the Closing Date (that date, except for any representation or warranty that is limited with respect to representations and warranties which speak as to an earlier date, in which case such representation or warranty representations and warranties shall have been be true and correct only at and as of such earlier date);, except for any inaccuracy or omission that would not reasonably be expected to have a Material Adverse Effect on the Blockers or the Company. (b) Seller must Each of the covenants of the Blockers, the Company and the Selling Parties to be performed at or prior to the Closing shall have been performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date;respects. (c) Seller must There shall not have occurred a Material Adverse Effect with respect to the Company Group since the date hereof. (d) Each of the Company and the Blockers shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchasersigned by an officer of the Company or such Blocker, dated as of the Closing Date and signed by SellerDate, as to the satisfaction of certifying that the conditions specified in the foregoing subsections; (dSection 7.2(a), Section 7.2(b) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (eSection 7.2(c) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyfulfilled.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following further conditions, unless except, to the extent permitted by applicable Law, that such conditions may be waived in whole or in part by Purchaser in writing by Purchaser:pursuant to Section 9.06(b): (a) The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing. (b) The representations and warranties of Seller the Company in this agreement must Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects respects, at and as of the Closing with the same force and effect as though made at and as of the Closing (provided except to the extent that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) made as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier a specific date, in which case such representation or warranty shall have been be true and correct only as of such earlier date);, except for such failures to be true and correct as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Purchaser shall have received a certificate signed on behalf of the Company by an executive officer of the Company indicating that the conditions provided in Sections 7.02(a) and (b) Seller must have been satisfied. (d) The Sellers shall have performed in all material respects all of his its obligations hereunder required by this agreement to be performed by him on it at or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as prior to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3;Closing. (e) There must not The representations and warranties of the Sellers in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects, at and as of the Closing with the same force and effect as though made at and as of the Closing (except to the extent that any temporary restraining orderrepresentation or warranty is made as of a specific date, preliminary in which case such representation or permanent injunctionwarranty shall be true and correct as of such date), stay except for such failures to be true and correct as could not, individually or other order issued by any Governmental Authority preventing in the consummation of aggregate, reasonably be expected to have a material adverse effect on the Sellers’ ability to consummate the transactions contemplated hereby to occur at the Closing; andhereby. (f) No law must Purchaser shall have received a certificate signed on behalf of the Sellers by an authorized signatory of the Sellers indicating that the conditions provided in Sections 7.02(d) and (e) have been enactedsatisfied. (g) The Company shall have caused the agreements and plans set forth in Section 7.02(g) of the Company Disclosure Schedule to terminate at or prior to the Closing. Table of Contents (h) Purchaser shall have (i) completed the Rights Offering and received proceeds of not less than the amount contemplated by the Debt Financing Commitments, issued(ii) received the proceeds of the Debt Financing or alternative financing pursuant to Section 6.09 in the amounts and substantially on terms and conditions no less favorable to Purchaser than those set forth in the Debt Financing Commitments, enforcedand (iii) Purchaser shall have entered into the Replacement Accommodations. (i) The Sellers shall have obtained the resignations of directors of the Company and its Subsidiaries requested by Purchaser prior to the Closing. (j) Since the date of this Agreement, enteredthere shall not have occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, has had, or promulgated that prohibits could reasonably be expected to have, a Material Adverse Effect. (k) All Company Options shall have been cancelled at or makes illegal prior to the Closing in accordance with Section 6.14. (l) The following documents shall have been delivered to Purchaser: (i) certified copies of the resolutions of the Board of Directors of the Company, authorizing and approving this Agreement and the consummation of the transactions contemplated hereby; (ii) (A) a copy of the certificate of incorporation or any other similar organizational or governing document of the Company and each of its Subsidiaries certified as of a recent date by the Secretary of State of the jurisdiction of incorporation or organization of each such Person, (B) a copy of the bylaws, partnership or limited liability company agreement, or any other similar organizational or governing document of the Company and each of its Subsidiaries certified by the Secretary of the Company or such Subsidiary, and (C) certificates of good standing for the Company and each of its Subsidiaries form the Secretary of State of the state of their respective incorporation or organization, in each case dated not more than five days prior to the Closing Date; (iii) incumbency certificates relating to each Person executing (as corporate officer or otherwise on behalf of another Person) any document executed by the Company and delivered to Purchaser pursuant to the terms hereof; (iv) a regulatory opinion of LeBeouf, Lamb, Xxxxxx & XxxXxx, L.L.P. substantially in the form of Exhibit 7.04(a)(iv) hereto; and (v) a corporate opinion of LeBeouf, Lamb, Xxxxxx & XxxXxx, L.L.P. in customary form for transactions of this type that shall be reasonably satisfactory to the Purchaser.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Stock Purchase are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Each of the representations and warranties of Seller made by Shareholder in this agreement must be Agreement and in any other Transaction Document executed or provided by Shareholder shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement and as of the Closing Date as though made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Seller must Shareholder shall have performed in all material respects all of his obligations its obligations, and shall have performed or complied in all material respects with all agreements and covenants, it is required by this agreement Agreement to be performed by him on perform or before complied with prior to or at the Closing Date;. (c) Seller must Except as specifically contemplated herein, there shall not have delivered to Purchaser a certificate in form and substance satisfactory to Purchaserbeen any action taken, dated the Closing Date and signed by Selleror any Applicable Law or Regulation enacted, as promulgated or issued or deemed applicable to the satisfaction Stock Purchase that would prohibit Purchaser’s ownership of the conditions in Bank Stock or render Purchaser or Shareholder unable to consummate any aspect of the foregoing subsections;Transaction. (d) Seller must The Closing Financial Statements, and the Bank’s calculation of its Adjusted Equity Capital and the Purchase Price, shall each have delivered to been approved by Purchaser or other specified persons in good faith, and the documentsBank’s Adjusted Equity Capital, instrumentsas reflected in the Closing Financial Statements, certificates and other items required to shall be delivered by Seller pursuant to section 5.3;not less than the Bank’s Minimum Capital Level. (e) There must shall have been and shall not be in effect any temporary restraining order, preliminary change that would have or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby would reasonably be expected to occur at the Closing; andhave a Bank Material Adverse Effect. (f) No law must Shareholder shall have tendered for delivery all of the certificates, documents and other items set forth in Section 2.5, including certificates representing all of the Bank Stock. (g) The Bank Merger Agreement shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal duly authorized and approved by the consummation Bank so as to permit the Bank Merger to be consummated immediately upon the Closing of the transactions contemplated herebyStock Purchase. (h) The Bank’s current Chief Executive Officer shall have entered into a mutually acceptable non-solicitation agreement regarding the Bank’s employees and customers.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must Agreement that are not qualified as to materiality shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier datea specific period of time, which need to be true in which case such representation or warranty shall have been true and correct all material respects only as of such earlier datedate or with respect to such period); (b) the representations and warranties of Seller must in this Agreement that are qualified as to materiality shall be true in all respects as of the Closing Date as if made at and as of such time (except for representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need to be true in all respects only as of such date or with respect to such period); (c) Seller shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must Pyramid shall not have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3suffered any Pyramid Material Adverse Effect; (e) There must Each member of Pyramid's board of directors shall have tendered his resignation as a director in writing, effective as of the Closing; (f) Purchaser shall have received a certificate signed by the President or a Vice President of Seller, dated as of the Closing Date, to the effect that the conditions set forth in paragraphs (a), (b), (c) and (d) of this Section 6.2 have been satisfied, PROVIDED THAT, the officer signing such certificate shall not be personally liable for its contents; (g) Pyramid shall have secured written consents or waivers under, or amendments of, all Material Agreements requiring any such consents, waivers or amendments as the result of the transfer of the Shares pursuant to this Agreement, all in effect any temporary restraining order, preliminary or permanent injunction, stay or other a manner reasonably satisfactory in form and substance to Purchaser in order issued by any Governmental Authority preventing to permit the consummation of the transactions contemplated hereby by this Agreement without adversely affecting the rights of Pyramid under any such Material Agreement unless, in the reasonable opinion of Purchaser, any such adverse effects, considered in the aggregate, would not result in a Pyramid Material Adverse Effect; (h) Seller shall have obtained the approval of the Kansas Insurance Department for Pyramid to occur at pay an extraordinary dividend immediately prior to Closing in an amount up to $ 25,000,000 (the Closing"Pre-Closing Dividend"), and such Pre-Closing Dividend shall have been paid to Seller; and (fi) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal obtained the consummation approval of the transactions contemplated herebyKansas Insurance Department for Pyramid to pay an extraordinary dividend immediately after the Closing (the "Post-Closing Dividend") in the amount of $10,000,000, PROVIDED, HOWEVER, that in the event (x) such approval either is not obtained or is for a lesser dividend amount, and (y) Purchaser has other funding resources reasonably available to it which, together with the Post-Closing Dividend (if any), are capable of providing funds equal to or in excess of $10,000,000, such approval of the Post- Closing Dividend shall not be a condition to the obligations of Purchaser hereunder.

Conditions to the Obligations of Purchaser. The obligations of Purchaser Purchaser's obligation to consummate the transactions Transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification will not as to materiality, which shall be so qualified for purposes of determining the existence of any breach thereof by Sellertrue and correct) as of the date of this agreement and Closing as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date);. (b) The covenants and agreements of Seller must to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date;respects. (c) Seller must shall have discharged all liabilities of the Company other than ongoing liabilities under the Leases and Tower Leases, including, without limitation, the release of the liens set forth on Schedule 6.3(c). (d) Purchaser shall have completed its due diligence of the Licenses and Leases to its reasonable satisfaction. (e) Seller shall have delivered to Purchaser the following: (i) certificate(s) representing the Shares and a certificate stock power signed in form and substance satisfactory blank transferring the Shares to Purchaser, in forms acceptable to Purchaser and Purchaser's counsel. (ii) such other instruments and documents as Purchaser may reasonably require to vest in Purchaser all right, title and interest of Seller in and to the Shares; (iii) a certificate of Seller dated the Closing Date certifying that the conditions specified in Sections 6.2(a), (b) and signed by Seller, as to the satisfaction (c) have been met. (iv) written resignations of each of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates officers and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation directors of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enactedCompany, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation effective as of the transactions contemplated herebyClosing Date.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The representations and warranties made by Bancshares in Sections 4.1, 4.2, 4.3 and 4.5(a)-(d) and (f) of Seller this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made on and as of such time with regard to any Disclosure Schedule Update. Each other representation and warranty made by Bancshares in this agreement must be Agreement or in any other document delivered by Bancshares or any Bancshares Subsidiary pursuant to this Agreement: (i) that is not qualified as to materiality or Bancshares Material Adverse Effect, shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement; and (ii) that is qualified in any respect as to materiality or Bancshares Material Adverse Effect, shall have been true and correct as of the date of this Agreement. In addition, all of the representations and warranties that are referenced in clauses (i) and (ii) of the immediately preceding sentence shall be true and correct as of the Closing Date as though made on and as of such time; provided, however, that for all purposes of this Section 8.1(a)), such representations and warranties shall be deemed to be so true and correct as of the Closing Date (except for any representation unless the failure or warranty that is limited failures of such representations and warranties to an earlier date, in which case such representation or warranty shall have been be true and correct only correct, either individually or in the aggregate, and without giving effect to any qualification as of to materiality or Bancshares Material Adverse Effect set forth in such earlier date);representations or warranties, will have or are reasonably likely to have a Bancshares Material Adverse Effect. (b) Seller must Bancshares shall have performed in all material respects all of his its obligations and shall have performed or complied in all of the material respects with all agreements and covenants required by this agreement Agreement and in any other document delivered by Bancshares or any Bancshares Subsidiary pursuant to this Agreement to be performed by him on or before complied with by Bancshares prior to or at the Closing Date;Effective Time. (c) Seller must Except as specifically contemplated herein, there shall not have delivered been any action taken, or any Applicable Law or Regulation enacted, promulgated or issued which would prohibit Purchaser’s ownership or operation of all or a material portion of Bancshares’ business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified, or which would compel Purchaser to dispose of or hold separate all or a certificate material portion of Bancshares’ business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified, or which would render Purchaser or Bancshares unable to consummate any aspect of the Reorganization. (d) To the extent the consummation of the Reorganization requires that Bancshares or any Bancshares Subsidiary, as the case may be, obtain the consent or waiver of the other party to any material lease, license, loan or financing agreement or other contract or agreement to which Bancshares or any Bancshares Subsidiary, as the case may be, is a party, such consent or waiver shall have been obtained, unless the failure to obtain such consent or waiver would not have a Bancshares Material Adverse Effect. (e) No action, suit, proceeding or claim shall have been (i) instituted or made by any Person, or (ii) to Bancshares’ Knowledge, threatened by any Person, in each case challenging the validity or propriety of any aspect of the Reorganization or seeking damages or other relief that would have a Purchaser Material Adverse Effect or a Bancshares Material Adverse Effect. (f) The aggregate number of Dissenting Shares shall not exceed ten percent (10%) of the outstanding shares of Bancshares Stock at the Effective Time. (g) Bancshares’ Adjusted Stockholders’ Equity shall be not less than the sum of (i) $20,532,000 plus (ii) the Aggregate Option Exercise Price plus (iii) any tax benefit reflected in Bancshares’ consolidated stockholders’ equity related to the exercise of Bancshares Stock Options prior to the Effective Time. (h) From the date hereof to the Effective Time, there shall be and have been no change that would have or would reasonably be expected to have a Bancshares Material Adverse Effect from that which was represented and warranted on the date of this Agreement. (i) The Employment Related Documents in the forms included in Schedule 7.4(c) to the Bancshares Disclosure Schedule shall be in full force and effect and shall not have been amended, restated, supplemented or otherwise modified without the prior written consent of Purchaser. (j) Purchaser shall have received written evidence, in form and substance acceptable to Purchaser in its sole discretion, reflecting that Bancshares shall have paid in full all Bancshares Transactional Expenses. (k) Purchaser shall have received evidence reasonably satisfactory to it from Fiserv Solutions, Inc. that the provisions of Section 15(k) of the Agreement between Fiserv Solutions, Inc. and Seller Bank dated March 12, 2003 will not apply to Purchaser or any of Purchaser’s Subsidiaries, other than Seller Bank. (l) Bancshares shall have tendered for delivery all of the certificates, documents and other items set forth in Section 2.10 of this Agreement, in form and substance reasonably satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at purchase of the Closing are Company Interests is subject to the satisfaction (or waiver by Purchaser, as applicable) at or prior to the Closing of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of the Company contained in Article III and of each Seller contained in this agreement must Article IV shall be true and correct when made and at and as of the Closing as if made at and as of the Closing (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and correct as of such date or with respect to such period), except where the failure of such representations or warranties to be true and correct (without giving effect to any “materiality” or “Company Material Adverse Effect”) qualifiers set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.03, 3.04, 4.02 and 4.03 and the representations and the warranties set forth in the second sentence of Section 3.08(a) shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement at and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Closing; (b) Seller must Sellers, the Company and the Company Subsidiaries shall have performed in all material respects all of his obligations hereunder required by this agreement to be performed by him on them at or before prior to the Closing DateClosing; (c) Seller must the Company shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated as of the Closing Date and signed by Seller, as to its compliance with the satisfaction conditions set forth in paragraphs (a) (with respect to its representations contained in Article III), and (b) of this Section 7.02 and each Seller shall have delivered to Purchaser a certificate (dated as of the Closing Date) as to their compliance with the conditions set forth in the foregoing subsectionsparagraphs (a) (with respect to its representations contained in Article IV) and (b) of this Section 7.02; (d) Seller must no Company Option shall have delivered to Purchaser or other specified persons been exercised after the documents, instruments, certificates date of this Agreement and other items required to be delivered all Company Options shall have been cancelled by Seller pursuant to section 5.3the Company as of the TCA Closing; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation TCA Closing shall have occurred on the same day as the Closing; (f) the officers and directors of the transactions contemplated hereby Company and each of its Subsidiaries shall have resigned, in their capacity as such, provided except with respect to occur at a member of the ClosingXxxxxxxx Group, such resignation shall not affect any rights a Person has as an employee of the Operating Company; and (fg) No law must each Seller shall have delivered an Assignment of Interest in the form of Exhibit A to Purchaser and each general partner of the Company shall have withdrawn as a general partner and a Person designated by Purchaser shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal admitted to the consummation of the transactions contemplated herebyCompany as its sole general partner.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate proceed with the transactions Closing contemplated hereby to occur at the Closing are subject to the satisfaction on or prior to the Closing of each all of the following conditions, unless waived anyone or more of which may be waived, in whole or in part part, in writing by Purchaser: (a) The representations and warranties made herein by Seller shall be correct at and as of the Closing as though such representations and warranties were made at and as of the Closing, and the factual matters contained in any representation and warranty made by Seller “to Seller’s knowledge,” or similar language, shall be true and correct at and as of Closing without regard to Seller’s knowledge of same, and Seller shall have complied with all the covenants hereof required by this Agreement to be performed by them at or prior to the Closing. (b) Purchaser shall have received certificates, dated the date of actual Closing, of an executive officer of Seller certifying as to Seller the representations and warranties made herein by Seller shall be correct at and as of Closing as though such representations and warranties were made at and as of the Closing. (c) The Closing hereunder shall not violate any order or decree of any court, agency, commission, tribunal or other governmental authority having competent jurisdiction over the Transaction contemplated by this Agreement. (d) All necessary consents, permissions, novations and approvals by third parties (including that of Seller’s lending institutions) in this agreement must be connection with the sale and transfer of the Purchased Assets shall have been received prior to Closing, except those governmental consents customarily generated and received in the ordinary course of business at a post-closing date. (e) If required, Seller shall have obtained Member Approval. (f) The existence of Defective Interests and Environmental Defects for which each of the associated Remediation Amounts exceeds the Individual Environmental Defect Threshold which have not been corrected or Remediated, as appropriate, will not reduce the Purchase Price by more than 10%. (g) NSAI shall have issued the Final NSAI Reserve Report in form and substance as required by Section 2.1. (h) The Seller shall have agreed to provide such information as reasonably requested by the Purchaser’s auditor with respect to the production, revenues and expenses associated with the Purchased Assets for the 2-year period prior to the Closing Date, so as to assist the Purchaser with satisfying its reporting obligations with the Securities and Exchange Commission. (i) That all of the production, revenue, and expense numbers stated on the Seller’s LOS summary sheet are true and correct in all material respects (provided that any representation or warranty and can be supported by appropriate records contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by in Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) ’s files. Initials: Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to _________ Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby._________ 22

Conditions to the Obligations of Purchaser. The ------------------------------------------ obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction (or waiver by Purchaser) of each the following conditions, unless waived in whole further conditions prior to or in part in writing by Purchaserconcurrent with the Closing: (a) The the representations and warranties of Seller the Company contained in this agreement must which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement respects, in each case when made and at and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation those representations and warranties that address matters only as of a particular date or warranty only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); provided that is limited this paragraph (a) shall be deemed satisfied so long as the -------- failure of all such representations and warranties to an earlier date, in which case such representation or warranty shall have been be true and correct only in the aggregate does not have a material adverse effect on the Company and the Company Subsidiaries, taken as of such earlier date)a whole; (b) Seller must the Company shall have performed in all material respects all of his its material obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (c) Seller must the Company shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, (dated as of the Closing Date and Date), signed by Selleran officer or officers with authority to bind the Company as to compliance with the conditions set forth in paragraphs (a) and (b) of this Section 8.02 and the Shareholder shall have delivered to Purchaser a certificate (dated as of the Closing Date), signed by an officer with authority to bind the Shareholder, as to the satisfaction of compliance with the conditions set forth in the foregoing subsectionsparagraphs (d) and (e) of this Section 8.02; (d) Seller must have delivered the representations and warranties of the Shareholder contained in this agreement which are qualified as to Purchaser materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality shall be true and correct in all material respects, in each case when made and at and as of the Closing Date as if made at and as of the Closing Date (except for those representations and warranties that address matters only as of a particular date or other specified persons the documents, instruments, certificates only with respect to a specific period of time which need only be true and other items required accurate as of such date or with respect to be delivered by Seller pursuant to section 5.3such period); (e) There must not the Shareholder shall have performed in all material respects its material obligations hereunder required to be performed by it at or prior to the Closing Date; (f) the Shareholder shall have executed and delivered a Shareholders Agreement in effect form and substance reasonably satisfactory to Purchaser, containing the terms set forth in the term sheet annexed hereto as Exhibit B; (g) Purchaser shall have obtained the debt financing described in the Commitment Letters on the terms and conditions set forth therein or otherwise obtained debt financing sufficient to consummate the transactions contemplated hereby on terms reasonably satisfactory to Purchaser; (h) except for the indebtedness for borrowed money listed on Schedule 8.02(h) hereto, (i) all outstanding indebtedness for borrowed ---------------- money of the Company and the Company Subsidiaries ("Indebtedness") shall be ------------ paid in full, (ii) any temporary restraining order, preliminary or permanent injunction, stay or other order outstanding letters of credit issued by any Governmental Authority preventing lenders who hold Indebtedness shall be terminated, and (iii) the Company shall have obtained (x) the release of all Liens on the capital stock of the Company and each of the Company Subsidiaries and all assets securing such Indebtedness and (y) the release of all guarantees with respect to such Indebtedness. At the Closing, the Company shall provide or arrange to be provided to Purchaser all releases and other documents in form and substance reasonably satisfactory to Purchaser demonstrating the release of such Liens and guarantees; (i) since the date of this Agreement, no event shall have occurred which has or which would reasonably be expected to have a material adverse effect on the financial condition or business of the Company and the Company Subsidiaries taken as a whole; (j) of the Company Common Stock owned by Shareholder as of the date of this Agreement, the Shareholder shall have converted into Preference Stock a number of shares equal to the quotient of $40,000,000 divided by the Common Stock Per Share Amount (calculated assuming that the ---------- Common Stock Purchase Price is increased by $40,000,000 and assuming that the Company Common Stock so converted will be converted into the right to receive cash as of the Effective Time pursuant to Section 3.01(a) hereof) which shall be the only Preference Stock outstanding immediately prior to Closing; (k) all outstanding options of the Company (other than the Rollover Options) shall be extinguished and, as of immediately prior to the Closing, the Company shall have no Liabilities with respect to such options; (l) the Company shall have taken such steps as are contemplated by Section 7.13(a) with respect to the Merger Warrants; (m) the Company shall have (i) delivered to the warrant agent under the Warrant Agreement dated November 6, 1991 a certified copy of the Board resolution authorizing the redemption of all warrants issued and outstanding under such Warrant Agreement as contemplated by, and in compliance with, Section 4.3 of such Warrant Agreement and (ii) caused the warrant agent under such Warrant Agreement to have mailed a notice of such redemption at least 30 days prior to Closing to each holder of such warrants as contemplated by, and in compliance with, Section 4.5 of such Warrant Agreement; (n) the Company shall have delivered to Purchaser the opinion of counsel to the Company and the Shareholder reasonably acceptable to Purchaser, with respect to the matters described on Exhibit C hereto in a form reasonably acceptable to Purchaser; (o) the Company shall have obtained all consents, authorizations, approvals and waivers from third parties, in form reasonably acceptable to Purchaser, which are necessary in order to enable (i) the consummation of the transactions contemplated hereby and (ii) the Company and its Subsidiaries to occur at conduct their business in all material respects after the ClosingClosing Date on the same basis as conducted prior to the date hereof, in each case except for those the failure of which to obtain would not have a material adverse effect on the financial condition of the Company and the Company Subsidiaries, taken as a whole; and (fp) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation number of Dissenting Shares shall not exceed five percent (5%) of the transactions contemplated herebytotal number shares of Company Common Stock outstanding immediately prior to the conversion referred to in paragraph (j) of this Section 8.02.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction fulfillment, at or prior to Closing, of each the following conditions, unless which may, to the extent permitted by applicable Law, be waived in whole or in part in writing by PurchaserPurchaser in its sole discretion: (a) Seller shall have delivered to Transfer Agent the closing deliverable(s) set forth in Section 2.1(b)(i) hereof. (b) Seller shall have otherwise performed in all respects all of his or her obligations hereunder required to be performed by him or her on or prior to the Closing. (c) The representations and warranties of Seller contained in this agreement must Agreement or any schedule, certificate or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects (provided other than representations and warranties that any representation or warranty contained herein that is are qualified by a as to materiality or material adverse effect qualification will not effect, which representations and warranties shall be so qualified for purposes of determining the existence of any breach thereof by Sellertrue in all respects) as of the date of this agreement both when made and as of the Closing Date as though Date, or in the case of representations and warranties that are made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier a specified date, in which case such representation or warranty representations and warranties shall have been be true and correct only in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true in all respects) as of such earlier specified date); (b) . Seller must shall have performed in all material respects all of his obligations and agreements and complied in all material respects with all covenants and conditions required by this agreement Agreement to be performed or complied with by him on it prior to or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) Each Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing; (b) The representations and warranties of each Seller contained in this agreement must Agreement, excluding any amendments or supplements to the Schedules after the date hereof and disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) both as of the date of this agreement Agreement and also as of the Closing Date as though made on and as of the Closing Date (Date, except for with respect to any such representation or warranty that speaks of or as or is limited to an earlier date, in date which case shall be true and correct as of such date and except further with regard to the Closing Date only where such failure of such representation or warranty shall have been be true and correct only as of such earlier date); (b) Seller must have performed correct, individually or in all material respects all of his obligations required by this agreement to be performed by him on the aggregate, would not have, be, or before the Closing Dateresult in a Material Adverse Effect; (c) Seller must Sellers shall have delivered made, or caused to Purchaser a certificate in form and substance satisfactory to Purchaserbe made, dated the Closing Date and signed by Seller, as delivery to the satisfaction Purchaser of the conditions in the foregoing subsectionsitems required by Section 3.1(c); (d) Seller must Purchaser shall have delivered received from one or more title companies recognized in the State of Georgia, selected by Purchaser, and reasonably acceptable to Pfizer (“Purchaser’s Title Company”) standard 1992 ALTA Form B owner’s (with respect to the Real Property) title insurance policies obtained at Purchaser’s expense. Such policy shall: (i) be dated as of the Closing Date, (ii) be accompanied by copies of all documents referenced as exceptions to title and (iii) insure good, valid and marketable fee simple title to the Real Property in Purchaser or subject only to Permitted Encumbrances. Pfizer agrees to execute such reasonable affidavits and other specified persons the documents, instrumentsconsistent with local practice, certificates as are necessary to induce Purchaser’s title company to issue the policies, endorsements and other items required to be delivered by Seller pursuant to section 5.3;affirmative coverages in the manner set forth above; and (e) There shall not have been any change in the condition of the Purchased Assets, except such change or changes in condition that have not had a Material Adverse Effect. If any of Sellers’ representations and warranties is not true and correct as of the date hereof or at Closing or Sellers have not performed any of their covenants which are required under this Agreement to be performed on or before Closing and Purchaser nevertheless is not entitled to terminate this Agreement pursuant to Section 9.1(e) and must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing proceed to close pursuant to the consummation terms of this Agreement and the transactions contemplated hereby close on or before August 22, 2006, then, notwithstanding anything to occur at the Closing; and (f) No law must have been enactedcontrary in this Agreement, issued, enforced, enteredPurchaser’s closing in such instance shall not limit, or promulgated that prohibits or makes illegal operate as a waiver of, Purchaser’s right to indemnification pursuant to Article VIII after the consummation Closing for breaches of Sellers’ representations, warranties and covenants. If (i) Purchaser is entitled to terminate this Agreement pursuant to Section 9.1(e) but does not and proceeds to close the transactions contemplated herebyhereby and/or (ii) the parties hereto close the transactions contemplated hereby after August 22, 2006, then, notwithstanding anything to the contrary in this Agreement, Purchaser will be deemed to have waived its right to indemnification pursuant to Article VIII after the Closing for only those matters with respect to which Purchaser was entitled to terminate this Agreement pursuant to Section 9.1(e).

Conditions to the Obligations of Purchaser. The obligations of Purchaser Purchaser’s obligation to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are further subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date);, and Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Seller. (b) The covenants and agreements of Seller must to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects all of his obligations required by this agreement respects, and Purchaser shall have received a certificate to be performed by him on or before such effect dated the Closing Date;Date and executed by a duly authorized officer of Seller. (c) The order by which the FCC has consented to the assignment of the Seller must License to the Purchaser shall be free of any conditions materially adverse to Purchaser or its or their operations, excluding, however, conditions generally applicable under the FCC Laws to licenses of this nature, and shall be a Final Order. (d) Seller shall have executed and delivered to Purchaser an “Instrument of Assignment” with respect to the Assets in the form of Exhibit A. (e) Purchaser shall have received an opinion, dated the Closing Date, of Seller’s FCC counsel in a form of Exhibit B. (f) Seller shall have delivered to Purchaser a certificate of “non-foreign status” as provided in form and substance satisfactory to Purchaser, dated Treasury Regulations under Section 1445 of the Closing Date and signed by SellerInternal Revenue Code of 1986, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyamended.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate proceed with the transactions Closing contemplated hereby to occur at the Closing are subject to the satisfaction on or prior to the Closing of each all of the following conditions, unless waived any one or more of which may be waived, in whole or in part part, in writing by Purchaser: (a) The representations and warranties made herein by Seller shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warrant not qualified by materiality) at and as of the Closing as though such representations and warranties were made at and as of the Closing (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date). (b) Seller shall have materially performed or complied with all obligations, agreements, and covenants contained in this agreement must Agreement as to which performance or compliance by Seller is required prior to or at the Closing. (c) The Closing hereunder shall not violate any Law, or any order or decree of any court, agency, commission, tribunal or other Governmental Authority having jurisdiction over the Transaction contemplated by this Agreement. (d) All necessary consents, permissions, novations and approvals by third parties (including that of Seller’s lending institutions) in connection with the sale and transfer of the Purchased Assets and Purchased Entities shall have been received prior to Closing, except those governmental consents customarily generated and received in the ordinary course of business at a post-closing date. (e) The existence of Defective Interests and Environmental Defects for which each of the associated Remediation Amounts exceeds the Individual Environmental Defect Threshold which have not been corrected or Remediated, as appropriate, will not reduce the Purchase Price by more than 15% in the aggregate. (f) Netherland, Xxxxxx & Associates, Inc. shall have issued its final reserve report covering the Purchased Assets. (g) The LOS Summary Sheets shall be true and correct in all material respects and supported by appropriate records contained in Seller’s and the Purchased Entities’ files. (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Sellerh) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty The Seller shall have been true paid, or caused the Purchased Entities to Pay, all Debt such that no Purchased Entities will have any Debt at Closing and correct only as that no Debt of Seller will encumber any Purchased Asset, and Purchaser will acquire the Purchased Assets and Purchased Entities free of Debt, and Seller shall have provided proof of such earlier date); (b) Seller must have performed in all material respects all payment and evidence of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance release of Encumbrances satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;. (di) If required pursuant to Section 3.4(b), the Escrow Agent shall have executed and delivered (or be ready, willing and able to provide at Closing), the P&A Escrow Agreement. (j) On or prior to Closing, Seller must shall have delivered provided (or be ready, willing and able to Purchaser or provide at Closing) such other specified persons the documents, instruments, certificates documents and other items deliverables it is required to be delivered by Seller provide pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 11.3.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaseradditional conditions precedent: (a) The All of the representations and warranties of Seller made by the Company in this agreement must be Agreement and in any documents or certificates provided by the Company shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement and as of the Closing Date Effective Time as though made on at and as of the Closing Date (Effective Time, except for any representation or warranty that is limited information contained in a subsequent Company Disclosure Schedule relating to an earlier date, in event or series of events arising after the date hereof which case such representation or warranty shall does not have been true and correct only as of such earlier date);a Material Adverse Effect on the Company. (b) Seller must The Company shall have performed in all material respects all of his obligations and shall have complied in all material respects with all agreements and covenants required by this agreement Agreement to be performed or complied by him it prior to or at the Effective Time, and shall have removed all material Violations, if any, or shall have accrued funds for the purpose of correcting same, issued or existing with respect to the real properties owned by or subject to a ground lease for the benefit of the Company or Company Subsidiaries which relate to the period up to and including the Closing. It shall be a condition to Purchaser’s obligation to close the transaction contemplated by this Agreement that, on or before the date of the Closing Date;the real properties owned by or subject to a ground lease for the benefit of the Company and Company Subsidiaries will be in full compliance in all material respects with all Real Estate Laws, or shall have accrued funds for the purpose of correcting same. (c) Seller must Except as specifically contemplated herein, there shall not have delivered to Purchaser a certificate in form and substance satisfactory to Purchaserbeen any action taken, dated the Closing Date and signed by Selleror any statute, as rule, regulation or order enacted, promulgated or issued or deemed applicable to the satisfaction Merger by any federal or state government or governmental agency or instrumentality or court, which would prohibit Purchaser’s ownership or operation of all or a material portion of the conditions in Company’s business or assets, whether immediately at the foregoing subsections;Effective Time or as of some future date, whether specified or to be specified, or would compel Purchaser to dispose of or hold separate all or a material portion of the Company’s business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified as a result of this Agreement, or which would render Purchaser or the Company unable to consummate any material aspects of the transactions contemplated by this Agreement. (d) Seller must have delivered to Purchaser To the extent any material lease, license, loan or financing agreement or other specified persons contract or agreement to which the documentsCompany or the Company Subsidiaries, instrumentsas the case may be, certificates and is a party requires the consent of, waiver from, or notice to, the other items required to be delivered party thereto as a result of the transactions contemplated by Seller pursuant to section 5.3;this Agreement, such consent, waiver or notice shall have been obtained or given. (e) There must From the date hereof to the Effective Time, there shall be and have been no change that would have or would reasonably be expected to have a Material Adverse Effect on the Company, provided that any such Material Adverse Effect was not caused by a material breach of this Agreement by Purchaser. (f) Purchaser shall have received a certificate signed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that based upon his knowledge, the conditions set forth in Sections 6.2(a), (b) and (e) hereto have been satisfied. (g) The Bank Merger Agreement shall have been duly authorized and approved by the Company and the Bank and the other terms and conditions of the Bank Merger Agreement shall have been satisfied so as to permit the Bank Merger to be consummated as contemplated thereby. (h) Purchaser shall have received an opinion of Xxxxxxx & Xxxxxxxxxx, counsel for the Company, substantially in effect any temporary restraining order, preliminary the form of Exhibit D hereto. (i) Any and all bills for fees and expenses of the Company or permanent injunction, stay the Company Subsidiaries incurred or other order issued projected to be incurred by any Governmental Authority preventing the Company or the Company Subsidiaries in connection with this Agreement and the consummation of the transactions contemplated hereby herein (including any and all legal, investment banking, audit and accounting fees and expenses) shall be presented and paid in full or fully accrued prior to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation Closing and for purposes of the transactions contemplated herebycalculating Total Stockholders’ Equity pursuant to Section 1.3(a).

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing herein are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived any of which may be waived, in whole or in part in writing writing, exclusively by PurchaserPurchaser to the extent permitted by applicable law: (a) The the representations and warranties of Seller in this agreement must contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date with the same effect as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Date; (b) Seller must shall have performed or complied with in all material respects all of his covenants and obligations required by this agreement to be performed or complied with by him on it under this Agreement and the Transaction Documents at or before prior to the Closing Date; (c) Since the date hereof, there shall not have been any material adverse affect on Seller, the Trust Business or the Purchased Assets; (d) Purchaser shall have satisfied itself with its due diligence investigation of Seller, the Trust Business and the Purchased Assets, which shall be concluded or waived by Purchaser upon close of business sixty (60) days following the execution hereof; (e) Seller must shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchasercertificate, dated as of the Closing Date and signed by an executive officer of Seller, as to the satisfaction of certifying the conditions set forth in the foregoing subsectionsthis Section 5.03 have been satisfied or waived; (df) Seller must Purchaser shall have delivered to Purchaser obtained written client acceptance in the form of designation of Iberia Wealth Advisors as trustee, custodian, agent or other specified persons the documents, instruments, certificates investment consultant from accounts (i) not deemed at risk listed on Schedule 1.02(a) and other items required to be delivered by Seller pursuant to section 5.3; (eii) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation representing 80% of the transactions contemplated hereby to occur at revenue of Seller as measured by the ClosingFourth Quarter 2010 realized revenue amounts set forth on Schedule 1.02(a) (the “80% Threshold”); and (fg) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal Written client acceptance from account is an express condition to Closing and will count towards the consummation of the transactions contemplated hereby80% Threshold calculation.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur be consummated at the Closing are is subject to the satisfaction or waiver of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The Each of the representations and warranties of Seller contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement when made and as of the Closing Date Date, in each case with the same effect and as though such representations and warranties had been made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty those representations and warranties that address matters only as of a particular date shall have been remain true and correct only as of such earlier date);, and Purchaser shall have received a certificate executed by a duly authorized senior officer of Seller to such effect. (b) Seller must shall have performed or complied in all material respects with all of his obligations agreements and covenants required by this agreement Agreement to be performed or complied with by him it on or before prior to the Closing Date;, and Purchaser shall have received a certificate executed by a duly authorized senior officer of each of Seller to such effect. (c) Seller must shall have duly executed and delivered all the documents relating to each transaction contemplated hereby, which shall each be in full force and effect as of the Closing Date. (d) Purchaser a certificate shall have received the following legal opinions and certificates in the English language, dated as of the Closing Date and addressed to Purchaser: (i) the opinion of [_________], New York counsel to Seller, as to the matters set forth on Annex __-1, in form and substance satisfactory to Purchaser; (ii) the opinion of [________], dated the Closing Date and signed by Argentinean counsel to Seller, as to the satisfaction of the conditions matters set forth on Annex __-2, in the foregoing subsectionsform and substance satisfactory to Purchaser; (diii) the opinion of [________], Chilean counsel to Seller, as to the matters set forth on Annex __-3, in form and substance satisfactory to Purchaser; Annex A (iv) a certificate executed by the corporate secretary or other appropriate duly authorized senior officer of Seller certifying as to the authorization and incumbency of the Persons signing this Agreement on behalf of Seller, as the case may be (together with certified copies of the applicable corporate resolutions authorizing the execution and delivery of this Agreement on behalf of the Seller). (e) All the members of the board of directors of each of the Electricity Companies and its Subsidiaries that have been appointed by Seller shall have resigned on or prior to the Closing Date. (f) There shall not have occurred any event or circumstance, including any event or circumstance beyond the control of Seller, which has had and is continuing to have a Material Adverse Effect. (g) Seller must shall have delivered to Purchaser or other specified persons (i) a certificate as of the documents, instruments, certificates and other items required date immediately prior to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order the Closing Date issued by any Governmental Authority preventing the consummation Real Property Registry of the transactions contemplated hereby City of Buenos Aires certifying the absence of restrictions (inhibiciones) in respect to occur the real properties of the Electricity Companies and their respective Subsidiaries; (ii) a certificate issued by the "Registro de Juicios Universales" of the City of Buenos Aires relating to the absence of insolvency or bankruptcy proceedings against the Electricity Companies or any of their respective Subsidiaries and (iii) possession and control of all corporate, accounting, business and tax records of each of the Electricity Companies and its Subsidiaries, which shall remain at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation offices of the transactions contemplated herebyrespective Electricity Companies and Subsidiaries.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing (other than Seller’s covenants with respect to deliveries of documents at the Closing which shall be performed in all respects), and the representations and warranties of Seller contained herein that are qualified by materiality shall be true and correct in all respects and those that are not qualified by materiality shall be true and correct in all material respects, in each case as of the Closing, as though such representations and warranties had been made on, and with reference to such time (except for (i) changes contemplated or permitted by this agreement must Agreement or attributable to matters disclosed by Seller in the Schedules, and (ii) those representations and warranties that address matters only as of a particular date which, if qualified by materiality, shall be true and correct and, if not qualified by materiality, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date that date). Purchaser shall have received a certificate of this agreement and Seller, dated as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by an officer of Seller, certifying as to the satisfaction fulfillment of the conditions matters set forth in paragraphs (a) and (b) of this Section 4.2. (b) Seller shall have received all consents, authorizations, and approvals listed on Schedule 3.1(b)(vii), which consents, authorizations and approvals shall be in full force and effect. (c) Seller shall have satisfied in full before the foregoing subsections;Closing all indebtedness of Seller relating to the Business, including without limitation, all outstanding intercompany loans or indebtedness. (d) Seller must Since January 1, 2003, there shall have delivered been no adverse change to the business results, operations or financial condition of the Business that would have a Material Adverse Effect, and Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered shall have received a certificate signed by Seller pursuant dated the Closing Date to section 5.3;such effect. (e) There must not Seller shall have made or caused to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation made delivery to Purchaser of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyitems required by Section 3.1(b).

Conditions to the Obligations of Purchaser. The obligations of Purchaser Purchaser’s obligation to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The FCC Consent shall have been obtained, shall be in full force and effect and shall be free of any conditions (i) that are materially adverse to any business of Purchaser or any Affiliate of Purchaser or (ii) that would be reasonably likely to have a material adverse effect on the Licenses or the value of the Licenses. The FCC Consent shall be by Final Order, provided that Purchaser agrees to waive finality if doing so would enable Closing to occur by May 1, 2015. (b) All consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained, shall be in full force and effect and shall be free of any conditions that are materially adverse to any business of Purchaser or any Affiliate of Purchaser. (c) The representations and warranties of each Seller in this agreement must contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date other than the date of this Agreement need be so true and correct in all material respects only as of such earlier date); (b) Seller must , and Purchaser shall have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaser, such effect dated the Closing Date and signed executed by a duly authorized officer of each Seller, as to the satisfaction of the conditions in the foregoing subsections;. (d) Seller must have delivered No action, suit, investigation or proceeding (except for any action, suit, investigation or proceeding relating to Purchaser or other specified persons FCC matters, which shall be governed solely by the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (econdition set forth in Section 6.2(a)) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must shall have been enacted, issued, enforced, entered, instituted to restrain or promulgated that prohibits prohibit or makes illegal otherwise challenge the consummation legality or validity of the transactions contemplated hereby, or which would materially adversely affect the right of Purchaser to hold and control the Licenses following the Closing. (e) The covenants and agreements of each Seller to be performed on or prior to the Closing under this Agreement shall have been duly performed in all material respects, and Purchaser shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of each Seller. (f) Sellers shall have delivered to Purchaser an Instrument of Assignment substantially in the form set forth in Exhibit A, and such other duly executed documents of transfer, in the form and substance reasonably acceptable to Purchaser, as may be necessary to consummate the transactions contemplated hereby and to validly assign all rights authorizations, titles and interests in, under and to the Licenses to Purchaser, free and clear of all Liens. (g) Sellers shall have delivered to Purchaser the Spectrum Lease.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at hereunder and the Closing are assumption of the Assumed Contracts and the Assumed Liabilities is subject to the satisfaction (or written waiver by Purchaser) of each of the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The Seller shall have performed and complied with in all material respects all material obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Purchaser shall have received a certificate signed by an executive officer of the General Partner on behalf of Seller to the foregoing effect; (b) the representations and warranties of Seller contained in this agreement must Agreement and in any certificate or other writing delivered by Seller pursuant to this Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement at and as of the Closing Date as though if made on at and as of such time (other than inaccuracies that in the Closing Date (except for any representation or warranty that is limited to an earlier dateaggregate would not have a Material Adverse Effect), in which case such representation or warranty and Purchaser shall have been true and correct only as received a certificate signed by an executive officer of such earlier date); (b) Seller must have performed in all material respects all on behalf of his obligations required by this agreement Seller to be performed by him on or before the Closing Dateforegoing effect; (c) Seller must have delivered no action, proceeding, investigation, regulation, or legislation shall be pending which seeks to Purchaser a certificate in form and substance satisfactory to enjoin, restrain, or prohibit Purchaser, dated the Closing Date and signed by Selleror to obtain substantial damages from Purchaser, as to the satisfaction in respect of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby, or which seeks to enjoin the operation of all or a material portion of the Assets which, in the reasonable judgment of Purchaser, would make it inadvisable to consummate the transactions contemplated by this Agreement; (d) since the date hereof, no damage or loss shall have occurred to the Assets that has resulted or, to Seller's knowledge, will result in a Material Adverse Effect; (e) Seller has disclosed to Purchaser any and all agreements entered into between BCI and BCP prior to the Closing Date that affects the Assets, including, but not limited to, any environmental agreements; (f) Purchaser shall have satisfied itself that Seller has not taken any action resulting in the loss of interim status as defined under RCRA with respect to the Assets; and (1) BCP shall have entered into the following agreements regarding BCP's responsibility for Environmental Liabilities, including, but not limited to, its responsibility to investigate or remediate any soil or groundwater contamination existing on the Assets prior to the Closing Date or contamination existing on the Assets prior to the Closing Date and which emanates from the Assets on or after the Closing Date through no fault of the Purchaser: (A) an Environmental Allocation Agreement with BCI pursuant to which BCI will assume responsibility for certain of BCP's obligations under the consent decree executed in Xxxxxx Chemicals & Plastics Operating Limited Partnership v Xxxxx Xxxxxxx as Administrator of and the United States Environmental Protection Agency, Civil Action No. 94-440-A02 and consolidated cases; (B) a Settlement Agreement with BCI and the United States Environmental Protection Agency and the Louisiana Department of Environmental Quality; (C) an Environmental Servitude Agreement with BCI pursuant to which BCI is granted access to the Assets to implement its obligations under the Settlement Agreement; and (D) an Operating Agreement and Lease with BCI pursuant to which, among other things, wastewater and stormwater produced on the Assets will be managed. (2) Purchaser shall be reasonably satisfied itself that the terms and conditions of the agreements set forth in subparagraph (g)(1), if implemented, will: (A) insulate Purchaser from any responsibility for Environmental Liability of BCP or BCI existing prior to the Closing Date, including, but not limited to, any liability or responsibility to investigate or remediate any soil or groundwater contamination existing on the Assets prior to the Closing Date or contamination existing on the Assets prior to the Closing Date and which emanates from the Assets on or after the Closing Date through no fault of the Purchaser; and (B) not materially and adversely impact Purchaser's use of the Assets; and (3) Each of the agreements set forth in subparagraph (g)(1) will have received final approval by the Department of Justice, U.S. Environmental Protection Agency, Louisiana Department of Environmental Quality, the Bankruptcy Court, and by the Boards of Directors of BCI and BCP. (h) Seller and Purchaser shall have entered a mutually agreeable easement agreement pursuant to the provisions of Section 6.9 hereof (the "Easement Agreement").

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein), would not have a Seller Material Adverse Effect; (b) Seller must shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date;, (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to PurchaserFrom December 31, dated 2000 through the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;there shall have been no Seller Material Adverse Effect. (d) No action or proceedings shall have been instituted or, to the knowledge of the Seller must have delivered to Purchaser or the Company, threatened before a court or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary government body or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby public authority to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, restrain or promulgated that prohibits or makes illegal the consummation prohibit any of the transactions contemplated hereby. (e) Purchaser shall have received a certificate signed by two executive officers of Seller, dated as of the Closing Date, to the effect that, to their knowledge, the conditions set forth in Sections 6.2(a), (b), (c) and (d) have been satisfied; (f) Purchaser shall have received duly executed resignations from all of Company's directors and officers effective as of the Closing Date;

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are provided for herein is subject to the satisfaction fulfillment at or prior to the Closing of each of the following conditions, conditions unless waived by Purchaser in whole or in part in a writing by Purchaserdelivered to Seller: (a) The representations and warranties of Seller set forth in Article 7 of this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though if made on and as of the Closing Date (Date, except for any representation or warranty that is where such representations and warranties are expressly limited by their terms to an earlier a specified date, in which case such representation or warranty representations and warranties shall have been be true and correct only in all material respects as of such earlier date); (b) Seller must shall have performed in all material respects all of his its obligations required by under the terms of this agreement Agreement to be performed by him on or before the Closing Dateprior to Closing; (c) Seller must (i) all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the transactions contemplated hereby shall have delivered expired or been terminated; (ii) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any laws, rules or regulations, and no orders or injunctions shall have been entered, that restrain, enjoin or otherwise prohibit consummation of the transactions contemplated hereby; and (iii) without limiting the foregoing, all other proceedings, consents and approvals, regulatory or otherwise, required to Purchaser a certificate complete the transactions contemplated hereby, and evidence thereof, shall have been taken or obtained, in each case in form and substance reasonably satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must There shall not have delivered to Purchaser or other specified persons been an occurrence, between the documentsdate hereof and the Closing, instrumentsof a material adverse effect on the Liz Assets and the Monet Assets, certificates taken as a whole (it being expressly acknowledged and other items required agreed that the matter set forth on Schedule 4.2(d) of the Disclosure Letter shall not be deemed to be delivered by Seller pursuant a material adverse effect on the Liz Assets and the Monet Assets, taken as a whole, provided further that nothing in this Section 4.2(d) shall affect Purchaser’s rights to section 5.3indemnification under Section 2.4 or Section 9.2); (e) There must not be in effect any temporary restraining orderEach of Seller and Lenders to the Seller and its Affiliates, preliminary as applicable, shall have released, satisfied or permanent injunctiondischarged all Liens on the Acquired Assets, stay or other order issued by any Governmental Authority preventing than the consummation of the transactions contemplated hereby to occur at the ClosingPermitted Liens; and (f) No law must At the Closing, Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation made all deliveries required by Section 5.1 of the transactions contemplated herebythis Agreement.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction or waiver, at or prior to the Closing, of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (bi) Seller must shall have performed in all material respects all of his its obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (ii) the representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (in each case without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein and except that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date); provided, however, that in the event of a breach of a representation or warranty, the condition set forth in this Section 9.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together have resulted in, or would reasonably be expected to result in, a Material Adverse Effect; and (iii) Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of Seller to the foregoing effect; (b) Seller shall have obtained or made all consents, approvals or actions of, filings with or notices to any Governmental Entity or Third Party set forth in Schedule 5.3(b); (c) Seller must the Ancillary Agreements shall have delivered to Purchaser a certificate been consummated and shall be in form full force and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionseffect; (d) Seller must there shall not have delivered been or occurred any event, change, occurrence or circumstance that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or which would reasonably be expected to Purchaser or other specified persons have a Material Adverse Effect since the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3Balance Sheet Date; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation Seller shall have provided Purchaser with an affidavit of non-foreign status of Seller that complies with section 1445 of the transactions contemplated hereby to occur at the Closing; and Code (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.a “FIRPTA Affidavit”);

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction or waiver by Purchaser, on or prior to the Closing Date, of each the following conditions, unless waived in whole or in part in writing by Purchaser:further conditions precedent (condiciones suspensivas): (ai) The all of the agreements and covenants of Seller to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of the Shareholders and the Seller contained in this agreement must Article III shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement November 9, 2012 and as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation or warranty that is limited to an earlier other than those representations and warranties made as of a specified date, in which case such representation or warranty representations and warranties shall have been be true and correct only in all respects as of such earlier specified date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 6.2(ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.5 and 3.6) shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect; (iii) Seller shall have delivered or caused to be delivered to Purchaser the items set forth in Section 2.4(b); (biv) there shall not have occurred after November 9, 2012 any event or development with relation to Seller must have performed or the Subject Companies that, individually or in all material respects all of his obligations required by this agreement the aggregate, has had, or would reasonably be expected to be performed by him on or before the Closing Datehave, a Material Adverse Effect; (cv) Seller must Purchaser shall have delivered to Purchaser a certificate completed the environmental investigations described in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the ClosingSection 5.16; and (fvi) No law must Seller shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal caused the consummation Subject Companies to obtain the Permits set forth in Section 6.2(vi) of the transactions contemplated herebySeller’s Disclosure Letter or any other evidence, satisfactory to Purchaser in Purchaser’s sole discretion, demonstrating such Permits are not required pursuant to applicable Law.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The All of the representations and warranties of Seller made by the Company in this agreement must be Agreement and in any documents or certificates provided by the Company shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement and as of the Closing Date Effective Time as though made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Effective Time. (b) Seller must The Company shall have performed in all material respects all of his obligations and shall have complied in all material respects with all agreements and covenants required by this agreement Agreement to be performed or complied with by him on it prior to or before at the Closing Date;Effective Time. (c) Seller must Except as specifically contemplated herein, there shall not have delivered to Purchaser a certificate in form and substance satisfactory to Purchaserbeen any action taken, dated the Closing Date and signed by Selleror any statute, as rule, regulation or order enacted, promulgated or issued or deemed applicable to the satisfaction Merger by any federal or state government or governmental agency or instrumentality or court, which would prohibit Purchaser's ownership or operation of all or a material portion of the conditions in Company's business or assets, whether immediately at the foregoing subsections;Effective Time or as of some future date, whether specified or to be specified, or would compel Purchaser to dispose of or hold separate all or a material portion of the Company's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified as a result of this Agreement, or which would render Purchaser or the Company unable to consummate the transactions contemplated by this Agreement. (d) Seller must have delivered to Purchaser To the extent any material lease, license, loan or financing agreement or other specified persons contract or agreement to which the documentsCompany or any Company Subsidiary, instrumentsas the case may be, certificates and is a party requires the consent of, waiver from, or notice to, the other items required to be delivered party thereto as a result of the transactions contemplated by Seller pursuant to section 5.3;this Agreement, such consent, waiver or notice shall have been obtained or given. (e) There must As of the Closing Date, there shall have been no material adverse change in the operations or financial condition of the Company (or with respect to any Company Subsidiary or Subsidiaries which taken in the aggregate would constitute a material adverse change) from that which was represented and warranted on the date of this Agreement pursuant to this Agreement and the Company Disclosure Schedules provided on the date of this Agreement, it being understood that any updates provided pursuant to Section 5.11 hereof do not be in effect any temporary restraining order, preliminary or permanent injunction, stay constitute a waiver or other order issued consent to any such material adverse change in the Company, except in accordance with Section 5.9. (f) Purchaser shall have received a certificate signed by the President and Chief Executive Officer of the Company, dated as of the Effective Time, certifying that based upon his knowledge, the conditions set forth in Sections 6.2(a), (b) and (e) hereto have been satisfied. (g) Neither the Company nor any Company Subsidiary shall be made a party to, or to the knowledge of the Company, threatened by, any actions, suits, proceedings, litigation or legal proceedings which, in the reasonable opinion of Purchaser, have or are likely to have a Material Adverse Effect on the consolidated assets, properties, business, operations or condition, financial or otherwise, of the Company or the assets, properties, business, operations or condition, financial or otherwise, of any Company Subsidiary, nor shall any director or officer or former director or officer of the Company or any Company Subsidiary be made a party to, or threatened by, any actions, suits, proceedings, litigation or legal proceedings relating to their performance or nonperformance of their legal or fiduciary duties as directors and officers of the Company or any Company Subsidiary which in the reasonable opinion of Purchaser is likely to have a Material Adverse Effect on the Company or any Company Subsidiary. No action, suit, proceeding or claim shall have been instituted, made or threatened by any Governmental Authority preventing person relating to the Merger or the validity or propriety of the transactions contemplated by this Agreement or the Bank Merger Agreement which would make consummation of the Merger inadvisable in the reasonable opinion of Purchaser. (h) The Bank Merger Agreement shall have been duly authorized and approved by the Company and the Bank and the other terms and conditions of the Bank Merger Agreement shall have been satisfied so as to permit the Bank Merger to be consummated as contemplated thereby. (i) If requested by Purchaser, the Company shall have caused to be delivered to Purchaser letters from Company's independent public accountants, KPMG LLP, dated the date on which the Registration Statement shall become effective, and dated the Effective Time, and addressed to Purchaser and the Company, with respect to the Company's consolidated financial position and results of operations, and which describes procedures which shall be consistent with applicable professional standards for "comfort" letters delivered by independent accountants in connection with comparable transactions. (j) All action required to be taken by or on the part of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby to occur at shall have been duly and validly taken by the Closing; andBoard of 50 Directors and the shareholders of the Company, and Purchaser shall have received certified copies of the resolutions evidencing such authorization. (fk) No law must The Company shall have procured and delivered to Purchaser the resignations of each of the directors and executive officers of the Company and the Company Subsidiaries in form and substance reasonably acceptable to Purchaser (none of which resignations shall prejudice or limit any rights such persons would otherwise have). (l) Purchaser shall have received an opinion of Xxxxxxx, Best & Friedrich LLP, counsel for the Company, substantially in the form of Exhibit F hereto. (m) The Company shall have delivered to Purchaser applicable titles with respect to any and all real property owned by the Company or the Company Subsidiaries, pursuant to Section 5.19. (n) Except as detailed on Schedule 6.2(n) to the Company Disclosure Schedule, the Company shall have taken all necessary actions to repay the debt maintained by the Company. (o) Purchaser shall have received a certificate signed by the President and Chief Executive Officer, and Chief Financial Officer of the Company, dated as of the Effective Time, certifying that: (i) based on their most recent evaluation, such officers concluded that the Company's disclosure controls and procedures are effective to ensure that material information relating to the Company and the Company Subsidiaries is made known to such executives; (ii) such officers have disclosed to the Company's auditors and audit committee any significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and (iii) corrective actions have been enacted, issued, enforced, entered, taken to address any such significant deficiencies or promulgated that prohibits or makes illegal material weaknesses identified in the consummation of the transactions contemplated herebyinternal controls.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his its obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have received proof of the release of Liens with respect to the Purchased Shares; (e) Purchaser must have received executed consents as set forth in Schedules 3.1(c) and (d); (f) Seller must have received executed consents as set forth in Schedules 3.2(b) and (c) in form reasonably satisfactory to Purchaser; (g) The Pricing Committee shall have received the Valuation Research Opinion on or before the Closing Date; (h) Purchaser shall have consummated and received the proceeds from the Debt Financing; (i) Purchaser must have received from Seller an executed original of the Fifth Amended and Restated Shareholders’ Agreement; (j) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (ek) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fl) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Vendum contained herein that is are qualified by a as to materiality or material adverse effect qualification will not shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Vendum that are not so qualified shall be true in all material respects on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Seller must Vendum shall have performed and complied in all material respects with all of his covenants, agreements, obligations and conditions required by this agreement Agreement to be performed or complied with by him on Vendum at or before prior to the Closing Date;Closing. (c) Seller must There shall not be threatened, instituted or pending any Proceeding by or before any court or Govern­mental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Share Exchange, (b) could have a Material Adverse Effect on Purchaser's ability to exercise control over or manage the Vendum after the Closing or (c) could have a Material Adverse Effect on Vendum. (d) On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Share Exchange. (e) The Vendum Board and Vendum Stockholders shall have given all necessary approvals and consents required under the laws of the United Kingdom in approval of this transaction. (f) The Related Agreements to which Vendum is a party and all other documents to be delivered by Vendum to Purchaser a certificate at the Closing shall be satisfactory in form and substance satisfactory to Purchaser. (g) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, dated in the Closing Date opinion of Purchaser Counsel, in connection with (a) the execution and signed delivery by Seller, as Vendum of this Agreement and the Related Agreements to which it is a Party or (b) the satisfaction consummation by Vendum of the conditions in the foregoing subsections;Share Exchange and copies of all such Consents shall have been delivered to Purchaser. (dh) Seller must Xxxxxxx Xxxx shall have executed and delivered to Purchaser or other specified persons the documents, instruments, certificates Control Share Agreement and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing shall simultaneously with the consummation of Closing consummate the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebytherein.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at proceed with the Closing are is subject to the satisfaction on or prior to the Closing Date of each the following further conditions, unless waived any one or more of which may be waived, in whole or in part in writing part, by Purchaser: (a) The Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date and shall have delivered to Purchaser (i) no later than November 2, 2009, a notice confirming that each such obligation, and each of the conditions set forth in this Section 6.02, have been met; and (ii) as of the Closing Date, a notice re- confirming that each such obligation and each of the conditions set forth in this Section 6.02 have been met; (b) the representations and warranties of Seller contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to the extent such representations and warranties expressly relate only to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date), except to the extent that any deviations from such representations and warranties could not reasonably be expected to, in the aggregate, have a Material Adverse Effect. (c) the Closing Agent shall have received a certificate signed on behalf of Seller indicating that the conditions provided in Section 6.02(a) and Section 6.02(b) have been satisfied; (bd) the Closing Agent’s receipt of deliveries to be made by or on behalf of Seller under Section 2.04; (e) within ten (10) Business Days from the date that all Land Contracts on Schedule 3.14 have been obtained by Seller, Seller shall order from Chicago Title Company a preliminary commitment for the Title Policy covering all of the Land Contracts which evidence rights in real property for each parcel of real property underlying the Transmission Line, which Land Contracts are included in the Assets in the amount specified by Purchaser but not to exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000) (―Preliminary Commitment‖), together with complete and, to the extent available, legible copies of any recorded exceptions identified in Schedule B thereof. Seller shall request that Chicago Title Company complete and deliver the Preliminary Commitment to all Persons listed in Section 9.01 within ten (10) Business Days of Seller placing its order. Purchaser may, at its sole cost and expense, obtain an Extended Coverage Policy and an ALTA/ASCM Land Title Survey of the easements for the Transmission Line that are included in the Assets. Seller and Purchaser shall conduct their review and approval of the Preliminary Commitment in accordance with the procedures set forth in sections (i) through (iii) below; (i) Purchaser shall have ten (10) Business Days from the receipt of the Preliminary Commitment and documents evidencing recorded exceptions within which to notify Seller in writing whether, in its sole judgment and discretion, it disapproves of any exception in Schedule B thereof (―Purchaser’s Title Cure Notice‖). Purchaser’s failure to deliver Purchaser’s Title Cure Notice shall, subject to section (iii) below, constitute unconditional approval of all exceptions in Schedule B other than monetary liens or encumbrances. Exceptions not disapproved by Purchaser shall be Permitted Liens. Seller shall cooperate by delivering to Chicago Title Company customary owner’s affidavits required by Chicago Title Company in connection with issuing an extended coverage policy of title insurance; (ii) Seller must shall have performed five (5) Business Days from receipt of Purchaser’s Title Cure Notice within which to notify Purchaser in writing whether it will, prior to Closing, cure or remove any exceptions disapproved by Purchaser pursuant to section (i) above (―Seller’s Title Cure Notice‖). Seller’s failure to deliver Seller’s Title Cure Notice shall constitute Seller’s election not to remove any such exceptions. Seller shall remove all material respects all of his obligations required by this agreement exceptions it elects to be performed by him remove on or before the Closing Date. If Seller elects not to cure or remove any exceptions disapproved by Purchaser under Section 6.02(e)(i), Purchaser shall have no obligation to proceed to Closing if Purchaser shall have reasonably determined that one or more exceptions could reasonably be expected to adversely affect the value to Purchaser of the Assets; (ciii) If any supplement to the Preliminary Commitment issued after the date of Purchaser’s Title Cure Notice contains an encumbrance against the Land Contracts for the Transmission Line that are included in the Assets other than encumbrances in the initial Preliminary Commitment or any previous supplements thereto, or materially modifies an encumbrance contained in the initial Preliminary Commitment or any previous supplements thereto, Purchaser shall be entitled to disapprove any such matter by written notice to Seller must delivered within five (5) Business Days from Purchaser’s receipt of any such supplement. If Purchaser timely disapproves, the provisions of sections (ii) and (iii) above shall apply, except Seller shall have delivered only two (2) Business Days to deliver its notice to Purchaser a certificate in form and substance satisfactory Purchaser shall have only two (2) Business Days following receipt of Seller’s notice to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsmake its election; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enactedat Closing, issuedSeller shall deliver to Purchaser an Owner’s Standard Coverage Policy of title insurance (ALTA Form 06/17/06) (―Title Policy‖) in an amount specified by Purchaser prior to Closing, enforcedbut not to exceed Eleven Million Five Hundred Thousand Dollars ($11,500,000) insuring, entered, or promulgated that prohibits or makes illegal the consummation as of the transactions contemplated hereby.Closing Date, Seller’s Land Contracts for the Transmission Line, free and clear of all Liens, encumbrances and defects except the Permitted Liens. The Title Policy shall include the following endorsements: (i) ALTA Endorsement 116.1 (Survey), with the cost of any survey required as a condition to issuance of such endorsement to be borne equally by Seller and Purchaser, and such survey shall be completed and delivered to Purchaser as a condition to Closing under this Section 6.02, whether or not the survey endorsement is available under such policy); (ii) ALTA Endorsement 17-06 (Access and Entry);

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate complete the transactions contemplated hereby to occur at the Closing are Transaction is subject to the satisfaction (or waiver by Purchaser), at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining no Applicable Laws make illegal the existence of any breach thereof by Seller) as consummation of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Transaction; (b) Seller must the Regulatory Approval shall have performed been obtained or shall have been waived in writing by the applicable Governmental Authority, and all material respects all of his obligations conditions in respect thereof imposed by the applicable Governmental Authority that are required by this agreement to be performed by him on or before the satisfied prior to Closing Dateshall have been satisfied; (c) Seller must have delivered notwithstanding anything contained in this Agreement, the Parties acknowledge and accept that this Agreement shall terminate and be of no further force and effect and, therefore, there will be no obligation for Purchaser to Purchaser a certificate purchase the Put-8 Assigned Interest if Amerisur and/or any of its permitted assignees under the Put-8 JOA in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction respect of the conditions Put-8 ROFR exercises its rights to acquire the Put-8 Assigned Interests at any time before the expiry of the time period provided for in the foregoing subsectionsROFR Notice (or at such other later date as it may be decided by the Parties) (the “ROFR Expiry Date”); (d) for clarity: (i) if by the ROFR Expiry Date Amerisur and/or any of its permitted assignees under the Put-8 JOA in respect of the Put-8 ROFR either waives its rights under the PUT-8 JOA, or does not send a written communication to Seller must have delivered confirming that such Put-8 ROFR is exercised or waived, the Parties agree that Closing shall occur in accordance and subject to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3this Agreement; (eii) There must not be if Amerisur and/or any of its permitted assignees under the Put-8 JOA in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation respect of the transactions contemplated hereby to occur at Put-8 ROFR objects the Closing; and (f) No law must have been enacted, issued, enforced, entered, form or promulgated that prohibits or makes illegal the consummation content of the transactions contemplated herebyROFR Notice, the Parties will do all things necessary to rectify the form and contact of such ROFR Notice and the ROFR Expiry Date will be extended to the extent necessary to resolve such objection.

Conditions to the Obligations of Purchaser. The obligations of Purchaser Purchaser's obligation to consummate the transactions Transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must Sellers contained herein shall be true and correct in all material respects (provided except for representations and warranties that any representation or warranty contained herein that is are qualified by a materiality or material adverse effect qualification will not as to materiality, which shall be so qualified for purposes of determining the existence of any breach thereof by Sellertrue and correct) as of the date of this agreement and Closing as of the Closing Date as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been representations and warranties that are made as of a specific date need be so true and correct only as of such earlier date). (b) The covenants and agreements of Sellers to be performed under this Agreement on or prior to the Closing shall have been duly performed in all material respects. (c) Sellers shall have delivered to the Purchaser the following: (i) certificate(s) representing the Shares and a stock power signed in blank transferring the Shares to Purchaser, in forms acceptable to Purchaser and Purchaser's counsel; (ii) such other instruments and documents as Purchaser may reasonably require to vest in Purchaser all right, title and interest of Sellers in and to the Shares; (iii) a certificate of Sellers dated the Closing Date certifying that the conditions specified in Section 6.2(a) and (b) have been met; (iv) a certificate signed by the President of the Company certifying that the average monthly recurring revenue (excluding taxes and other pass- through charges) of the Company for the immediately prior two months period was at least One Hundred Thousand Dollars ($100,000); (bv) Seller must have performed in all material respects all written resignations of his obligations required by this agreement to be performed by him on or before each of the officers and directors of the Company, effective as of the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fvi) No law must have been enactedwith respect to any Seller that will receive Clearwire Stock at Closing, issued(A) pursuant to Section 2.2, enforceda joinder to the Amended and Restated Stockholders Agreement, entereddated March 16, or promulgated that prohibits or makes illegal 2004, by and among Clearwire and Clearwire's stockholders, (B) a joinder to the consummation Registration Rights Agreement, dated March 16, 2004, by and among Clearwire and certain of Clearwire's stockholders, and (C) completed Stockholder Questionnaire as provided by Clearwire prior to the transactions contemplated herebyClosing, each in the form provided to such Seller by Purchaser at least ten (10) Business Days prior to Closing.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his its obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have received proof of the release of Liens with respect to the Purchased Shares; (e) Purchaser must have received executed consents as set forth in Schedules 3.1(c) and (d); (f) Seller must have received executed consents as set forth in Schedules 3.2(b) and (c) in form reasonably satisfactory to Purchaser; (g) The Pricing Committee shall have received the Valuation Research Opinion on or before the Closing Date; (h) Purchaser shall have consummated and received the proceeds from the Debt Financing; (i) Purchaser must have received from Seller an executed original of the Fifth Amended and Restated Shareholders’ Agreement; (j) Purchaser must have received evidence that the subordinated promissory note of Seller in the remaining principal amount of $1,248,512 has been retired and paid in full including all accrued interest through the Closing Date; (k) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (el) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fm) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at proceed with the Closing are is subject to the satisfaction on or prior to the Closing Date of each the following conditions, unless waived any one or more of which may be waived, in whole or in part in writing part, by Purchaser: (a) The Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date; (b) the representations and warranties of Seller contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on Date, except to the extent such representations and as of the Closing Date (except for any representation or warranty that is limited warranties expressly relate only to an earlier date, date (in which case such representation or warranty shall have been true and correct only as of such earlier date); (bc) Seller must Each Contract4 listed on Schedule 3.07 hereto and each other Asset identified on Schedule 6.02(c) shall have performed been assigned and delivered to Purchaser, together with documentation evidencing all approvals, notices, consents or filings with Governmental Authorities required in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Dateconnection with such assignment; (cd) Seller must The Site Option shall have been duly executed by the parties thereto, delivered to Purchaser and shall be in full force and effect; (e) The Water Contract Term Sheet shall have been duly executed by the parties thereto, delivered to Purchaser and shall be in full force and effect; (f) Purchaser shall have received a certificate completed Phase I Environmental Site Assessment; (g) Purchaser shall have received such resolutions, governmental approvals, incumbency certificates or other evidence reasonably satisfactory to Purchaser evidencing Seller’s authorization to enter into the transactions contemplated by this Agreement; and (h) A binding term sheet for the purchase of emission reduction credits adequate for the Project in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions Purchaser in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not its sole discretion shall be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyfull force and effect.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the fulfillment or satisfaction (or waiver by Purchaser), prior to or at the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaseradditional conditions precedent: (a) The the representations and warranties of Seller contained in this agreement must Article 4 and Article 5 which are not subject to a materiality qualification shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement on and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited such representations and warranties expressly stated to an earlier relate to a specific date, in which case such representation or warranty representations and warranties shall have been be true and correct only in all material respects on such earlier date) and the representations and warranties of Purchaser which are subject to a materiality qualification, shall be true and correct in all respects on and as of the Closing Date (except for representations and warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct on such earlier date); (b) Seller must shall have performed or complied with, in all material respects all of his obligations respects, the covenants and agreements contained in this Agreement that are required by this agreement to be performed or complied with by him Seller on or before prior to the Closing Date; (c) Seller must Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaserfrom an officer of Seller, dated as of the Closing Date and signed by SellerDate, as to the satisfaction of effect that the conditions set forth in the foregoing subsectionsSection 9.2(a) and Section 9.2(b) have been satisfied with respect to Seller; (d) Seller must Purchaser shall have delivered to Purchaser or other specified persons received the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3deliveries set forth in Section 2.6(a); (e) There must None of Seller, the SBBC System, any School or Purchaser shall have received from any Educational Agency any written communication that any Educational Approval will be suspended, revoked, terminated, or cancelled; (f) None of Seller, the SBBC System, any School or Purchaser shall have received from any Educational Agency any communication that any of the Post-Closing Educational Consents will not be in effect any temporary restraining order, preliminary issued or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby will be subject to occur at the Closingan Adverse Regulatory Condition; and (fg) No law must Purchaser shall have been enactedobtained the Purchaser's Educational Consents required to be obtained prior to Closing, issuedas set forth on Schedule 9.2(g), enforced, entered, or promulgated that prohibits or makes illegal the consummation and each shall be free of the transactions contemplated herebyany Adverse Regulatory Condition.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and shall have complied in all material respects with each covenant to be performed and complied with hereunder at or before the Closing (other than Seller's covenants with respect to delivery of documents at the Closing which shall be performed in all respects); provided, however, that those agreements, obligations and covenants which are qualified by materiality or absence of Material Adverse Effect shall have been complied with in all respects; (b) the representations and warranties of Seller contained herein that are qualified by materiality limitations shall be true and correct and those that are not qualified by materiality limitations shall be true and correct in this agreement must all material respects, in each case as of the time of Closing with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, except those representations and warranties that address matters only as of a particular date which, if qualified by materiality limitations, shall be true and correct and, if not qualified by materiality limitations, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date that date; (c) Purchaser shall have received a certificate of this agreement and Seller, dated as of the Closing Date and validly executed by an officer of Seller, certifying as though made on and as to the fulfillment of the Closing Date matters set forth in paragraphs (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true a) and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsSection 4.2; (d) Seller must shall have delivered received all authorizations and approvals from Governmental Authorities, to Purchaser or other specified persons the documents, instruments, certificates and other items extent required to be delivered by Seller pursuant obtained prior to section 5.3Closing for the operation of the Business after Closing and such other consents, authorizations, and approvals listed on Schedule 3(b)(ix); (e) There must not Seller shall have made or caused to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation made delivery to Purchaser of the transactions contemplated hereby to occur at items required by Section 3.1(b); (f) Purchaser shall have received a letter from Local Union No. 177, International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers, AFL-CIO substantially in the Closingform set forth in Exhibit 4.2(f); and (fg) No law must Purchaser shall have been enactedobtained, issuedat Purchaser's sole cost and expense, enforcedfrom Lawyers Title Insurance Company (the "Title Company"), enteredALTA owner's policies of title insurance, or promulgated that prohibits or makes illegal covering the consummation Real Property, which shall be free and clear of all Liens, easements, rights-of-way, encroachments, and other encumbrances except for the transactions contemplated herebyPermitted Encumbrances (except for the Mortgage to be Released).

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement is subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions as of the Closing Date: (a) The transactions contemplated by this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Seller. (b) The representations and warranties of Seller contained in this agreement must Agreement (i) that are qualified by the phrase "Material Adverse Effect" shall each be true and correct in all material respects and (provided ii) that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will are not be so qualified for purposes shall be true and correct in all respects, in the case of determining the existence of any breach thereof by Sellerclauses (i) and (ii) as of the date of this agreement Agreement and as of the Closing Date with the same force and effect as though if made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier such date, except (A) with respect to clause (ii), any such representations and warranties in each case, or in the aggregate, as would not reasonably be expected to constitute a Material Adverse Effect on Seller, the Business or the transactions contemplated by this Agreement; and (B) for those representations and warranties which case such representation or warranty address matters only as of a particular date (which representations shall have been true and correct only (subject, if applicable, to the Material Adverse Effect limitations set forth in the preceding clause (B)) as of such earlier particular date) (it being understood that, for purposes of determining the accuracy of the representations and warranties described in clause (ii);, all materiality qualifications and other qualifications based on the word "material" contained in such representations and warranties shall be disregarded). Purchaser shall have received, at the Closing, a certificate to such effect signed on behalf of Seller by an authorized senior executive officer of Seller. (bc) Each of the covenants and obligations of Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on at or before the Closing Date; (c) Seller must pursuant to the terms of this Agreement shall have been duly performed at or before the Closing and, at the Closing, the Company shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaserthat effect, dated the Closing Date and signed executed by an executive officer of Seller, as to the satisfaction of the conditions in the foregoing subsections;. (d) Seller must shall have delivered received, in writing and in form and substance reasonably acceptable to Purchaser or other specified persons (i) the documentsmaterial consents, instruments, certificates approvals and other items required waivers with respect to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby by this Agreement indicated or required to occur at be indicated on the Closing; and Seller Disclosure Schedules and (fii) No law must have been enactedall necessary consents, issued, enforced, entered, approvals and waivers as required by any other third party or promulgated that prohibits or makes illegal governmental agency with respect to the consummation of the transactions contemplated herebyby this Agreement. (e) From the date of this Agreement through the Closing Date, there shall not have occurred any change, circumstance or event concerning the Company that has had or would be reasonably likely to have a Material Adverse Effect on the Company or the Business, and Purchaser shall have received a certificate, dated the Closing Date, signed on behalf of Seller by an executive officer of Seller to the foregoing effect to such officer's knowledge. (f) Purchaser shall have received a Xxxx of Sale and Assumption Agreement in substantially the form of EXHIBIT D hereto, duly executed by Seller. (g) Purchaser shall have received an Outsourcing Services Agreement in substantially the form of EXHIBIT E hereto, duly executed by Seller. (h) Purchaser shall have received a Value-Added Reseller Agreement in substantially the form of EXHIBIT F hereto, duly executed by Seller. (i) Purchaser shall have received a Transition Agreement contemplated by SECTION 5.12 of this Agreement duly executed by Seller. (j) Seller shall have paid, or shall agree to pay, all Tax incurred to Seller's Knowledge, in connection with the Company's (including any predecessor entities such as netGuru Systems, Ltd.) operation of the Business with respect to all periods prior to the Closing.

Conditions to the Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction fulfillment or the Purchaser's waiver, at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The Other than the Seller Fundamental Representations, the representations and warranties of Seller the Company and the Sellers contained in this agreement must Agreement and any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects (provided that in the case of any representation or warranty contained herein that is ​ ​ ​ qualified by a materiality or Material Adverse Effect) or in all material adverse effect qualification will not be so qualified for purposes of determining respects (in the existence case of any breach thereof representation or warranty not qualified by Sellermateriality or Material Adverse Effect) on and as of the date of this agreement hereof and as of the Closing Date as though made on and as of the Closing Date with the same effect as though made at and as of such date (except for any representation or warranty those representations and warranties that is limited to an earlier address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in which case such representation or warranty all respects). The representations and warranties of the Sellers and the Company contained in the Seller Fundamental Representations shall have been be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of such earlier a specified date, the accuracy of which shall be determined as of that specified date in all respects);. (b) Seller must The Sellers and the Company shall have duly performed and complied in all material respects with all of his obligations agreements, covenants and conditions required by this agreement Agreement and each of the Ancillary Agreements to be performed or complied with by him them prior to or on or before the Closing Date;. (c) Seller must The Sellers and the Company shall have delivered to Purchaser a certificate fully executed invention assignment agreements and non-disclosure agreements, in form and substance forms reasonably satisfactory to the Purchaser, from the Persons listed on Schedule 8.2(c). (d) The Company shall have either (i) obtained the consent of CNB and, if required, the SBA, under the PPP Loan with respect to the transactions contemplated by this Agreement, or (ii) repaid the PPP Loan in full. (e) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The items deliverable pursuant to Section 2.5(a) shall have been delivered to the Purchaser. (g) The Purchaser shall have received a certificate, dated the Closing Date and signed by Sellerthe manager of the Company, as to the satisfaction that each of the conditions set forth in the foregoing subsections;Section 8.2(a) and Section 8.2(b) have been satisfied. (dh) Seller must The Sellers shall have delivered to the Purchaser such other documents or other specified persons instruments as the documents, instruments, certificates Purchaser reasonably requests and other items required are reasonably necessary to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of consummate the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyby this Agreement.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction or waiver by Purchaser, on or prior to the Closing Date, of each the following conditions, unless waived in whole or in part in writing by Purchaser:further conditions precedent (condiciones suspensivas): (a) The all of the material agreements and material covenants of Seller to be performed prior to the Closing pursuant to this Agreement and the Support Agreement shall have been performed in all material respects; (b) the representations and warranties of Seller contained in Article III shall be true and correct in all Material respects as of the date of this agreement must Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a specified date, which such representations and warranties shall be true and correct in all Material respects as of such specified date), in the understanding that such “Materiality” qualifier shall not be applicable to those representations contained in Section 3.2(a) (Authorization; Non-contravention), Section 3.3 (Ownership of Shares), Section 3.5 (Capitalization of OCEN), and Section 3.6 (Capitalization of Target Companies) which should be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Daterespects; (c) there shall not have occurred after the date of this Agreement any event or development with relation to Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaseror the Target Companies that, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions individually or in the foregoing subsectionsaggregate, has, or would reasonably be expected to have, a Material Adverse Effect; (d) all Related Party Transactions between the Target Companies, on the one hand, and the Seller and its other Subsidiaries, on the other hand, which are to remain in place after the Closing pursuant to Section 3.16(a) of the Seller Disclosure Letter, must have delivered been executed prior to Purchaser or other specified persons the documentsClosing on arms-length, instrumentscommercially reasonable terms, certificates satisfactory to Seller and other items required to be delivered by Seller Purchaser, pursuant to section 5.3Section 5.14 hereof and be current in all obligations (including payment of the relevant consideration) as of Closing; (e) There must the accounts payable and accounts receivables referred to in Section 3.16(a) of the Seller Disclosure Letter derived from certain Related Party Transactions not to remain in place after Closing shall not be outstanding; (f) Seller should have delivered an Estimated Closing Statement in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing accordance with the consummation terms of Section 2.3(b) hereof; (g) the steps of the transactions contemplated hereby CREA Transfer described in Annex B shall have been concluded; (h) All the creditors under the Target Companies’ Guarantees shall have duly and formally consented to occur the pre-payment of any outstanding amounts on Closing and shall have agreed to fully release the Target Companies from any responsibility upon their receipt of the relevant payments at the Closing; and (fi) No law must OCEN, the Seller and/or their respective Affiliates (as applicable) shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal validly entered into and executed the consummation of the transactions contemplated herebyAncillary Documents.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate complete the transactions Closing contemplated hereby to occur at the Closing are is subject to the satisfaction fulfillment on or prior to the Closing of each all of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The All representations and warranties of Seller Sellers contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement at and as of the Closing Date with the same effect as though such representations and warranties were made on at and as of the Closing Date (except for Date, provided, however, that if any representation or warranty that is limited to an earlier date, in which case portion of any such representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified shall have been be true and correct only as of such earlier date); (b) Seller must in all respects, and Sellers shall have performed in and complied with all material respects the covenants and agreements and satisfied all of his obligations the conditions required by this agreement Agreement to be performed performed, complied with or satisfied by him on them at or before prior to the Closing Date; (c) Seller must ; and, Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaser, from each Seller dated the Closing Date and signed by Sellera Responsible Officer of each Seller to the foregoing effect. (b) Sellers, as applicable, shall have delivered to the satisfaction Purchaser each of the conditions following documents: (1) certified articles of incorporation, or formation, as applicable, of each of the Sellers; (2) appropriate board, shareholder, member resolutions, and other similar documents in order to approve and implement fully the foregoing subsections;transactions contemplated hereunder in form reasonably satisfactory to counsel for Purchaser; and (3) copies of all of Sellers' Consents. (c) Purchaser shall have received all Purchaser's consents. (d) Seller must Each of the Collateral Agreements shall have delivered to Purchaser or other specified persons the documents, instruments, certificates been executed and other items required to be delivered by Seller pursuant to section 5.3;the parties thereto. (e) Purchaser shall have received an executed opinion from Xxxxxxx Xxxxxxx Xxxxx P.C., counsel to Sellers, in the form and substance to the effect set forth in Exhibit 8.1(e). (f) Purchaser shall have received an affidavit which satisfies the requirements of Section 1445(b)(2) of the Code from Texas LNG which provides that Texas LNG is not a "foreign Person" within the meaning of Section 1445 of the Code. (g) There must not shall have occurred no bankruptcy or similar event with respect to Sellers. [***] Confidential portions of this document have been redacted and filed separately with the Commission. (h) (i) None of the Sellers or Purchaser, or their respective owners, partners, members, or shareholders, shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no Action shall have been instituted before any court or Governmental Authority to restrain or prohibit, or to obtain substantial damages against Sellers or Purchaser in effect any temporary restraining orderrespect of, preliminary or permanent injunctionthe consummation of the transactions contemplated hereby, stay or other order issued by (iii) none of the Parties shall have received written notice from any Governmental Authority preventing of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any Person which would reasonably be expected to occur at limit or have a materially adverse effect on Purchaser's ownership of the Assets or the conduct of the Business after the Closing; and , and (fv) No law must no statute, rule or regulation shall have been enactedpromulgated or enacted by any Governmental Authority, issued, enforced, entered, which would prevent or promulgated that prohibits or makes make illegal the consummation of the transactions contemplated hereby. (i) Sellers shall have delivered to Purchaser at the Closing such other title transfers, documents and instruments as shall be reasonably necessary to transfer to Purchaser the Assets as contemplated by this Agreement. Sellers shall have delivered all the certificates, instruments, contracts and other documents specified to be delivered by each such Person hereunder. (j) The Escrow Agent shall have confirmed to Purchaser (i) that the Special Warranty Deed has been delivered to it by the Sellers and (ii) that the Title Company has issued the Title Policy or an unconditional and unqualified commitment therefor, and that the Escrow Agent has complied with, or is in the position of complying with, all of the other terms and conditions of the Escrow Instructions that have been executed by Purchaser and Seller. (k) The secured parties holding Liens upon the Assets shall have terminated all of such Liens in form and substance approved by Purchaser, including the filing of appropriate UCC Termination Statements. (l) Since the Effective Date, there shall not have been any Material Adverse Change. (m) Purchaser shall have received and approved the Title Policy in accordance with Section 4.1. (n) Purchaser shall have received the Survey. (o) Purchaser shall be satisfied on the basis of its Due Diligence Review from and after the date of this Agreement, that the following matter has been resolved or is acceptable to Purchaser: (1) Environmental conditions on the Owned Real Property and the Leased Real Property. (p) Seller shall furnish to Purchaser such clearance certificates or similar documents that may be required by any federal, foreign, state, local or other Tax authority. (q) All actions to be taken by Sellers in connection with the consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Purchaser and Purchaser's counsel. [***] Confidential portions of this document have been redacted and filed separately with the Commission.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller Seller, SGF, and FSE set forth in this agreement must Article II that are qualified by materiality shall be true and correct and the representations and warranties of Seller, SGF, and FSE that are not so qualified shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement on and as of the Closing Date with the same force and effect as though if made on and as of the Closing, and each of Seller, SGF, and FSE shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date (except for any representation other than those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period); (b) Seller must shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on them at or before prior to the Closing Date; (c) Purchaser shall have received a certificate signed by the chief executive officer and the chief financial officer of Seller, dated as of the Closing Date, to the effect that, to the best of his or her knowledge, the conditions set forth in Section 8.2(a) and 8.2(b) have been satisfied in all material respects; and (ii) a certificate of a separate executive of Seller must certifying that such officer was duly authorized to sign the certificate in his or her capacity as stated in the officer’s certificate; (d) Purchaser shall have received the written resignations of each board member and officer of each of SGF and FSE to be effective on the Closing Date; (e) Seller shall have provided a release satisfactory to Purchaser providing for the release of any encumbrance on the shares of SGF’s or FSE’s capital stock being purchased by Purchaser pursuant to this Agreement; (f) Seller shall have obtained all required consents from any third parties with respect to any Material Contracts whose terms require the obtaining of such consents, including, without limitation, any leases governing any Company Leased Property; (g) Seller shall have delivered to Purchaser, at Seller’s sole cost and expense (i) a survey for each Company Owned Property (other than a licensed property) and each property ground leased by Seller (such survey, form of survey certificate and date of such survey to be reasonably satisfactory to Purchaser) and (ii) a title policy for each Company Owned Property (other than a licensed property) and each property ground leased by Seller (such policies to be ALTA extended owner’s or leasehold (as applicable)), together with copies of the underlying documents referenced in each such title policy. The issuer, reinsures, form of policy, endorsements, and scheduled exceptions for each such title policy shall all be reasonably satisfactory to Purchaser. In the case where Seller possesses a valid Title Policy, the requirements set forth herein may be satisfied, at the sole discretion of Purchaser, by obtaining an endorsement to such Title Policy dating down the coverage thereunder to the date of the Closing. (h) there shall have been no Material Adverse Effect with respect to SGF’s or FSE’s business, condition (financial or otherwise), assets, liabilities, operations or financial performance since the date of this Agreement; (i) there shall have been no distributions, payments or similar transfers of money by SGF or FSE to Seller or to any members of Seller’s Affiliated Group, except for distributions, payments or transfers made in the ordinary course consistent with past practice; (j) The Nevada State Gaming Control Board and the Nevada Gaming Commission, and to the extent applicable and required, the City of Las Vegas, Nevada, shall have approved the transactions contemplated hereby; (k) SGF and its properties shall have been released from all liabilities and obligations pursuant to the Credit Agreement; (l) SGF shall have paid, in full, any and all Taxes claimed to be due by the Nevada unemployment tax division, including, but not limited to, those amounts set forth as an additional Tax in Section 2.18 of the Seller Disclosure Schedule; provided, however, that Seller may, in the alternative, agree to allocate such amounts from the Purchase Price and place them in an interest bearing escrow account pending payment as and when such amounts may become due from time to time in whole or in part, with all interest on such amounts being the sole property of Seller; (m) Seller shall have delivered to Purchaser a receipt or certificate in form for each of SGF and substance satisfactory FSE from the Nevada Department of Taxation showing that all state and local taxes have been paid by each of them; provided, however, that if Seller is unable to Purchaser, dated deliver such receipt or certificate by the Closing Date and signed solely due to the unemployment tax matter disclosed in Section 2.18 of the Seller Disclosure Schedule or government delay unrelated to any tax payment issue, Purchaser shall waive this condition to Closing (although such waiver shall not constitute a waiver of Purchaser’s rights to indemnification hereunder). Notwithstanding the foregoing, Purchaser will not be required to waive this condition until the Closing Date as described in Section 1.4, even if all other conditions to Closing have been satisfied by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing by this Agreement are subject to the satisfaction (or waiver by Purchaser) of each the following conditions, unless waived in whole or in part in writing by Purchaseradditional conditions as of the Closing Date: (a1) The representations and warranties the Fundamental Representations of Seller contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) on and as of the date of this agreement Execution Date and on and as of the Closing Date as though made on and as of the Closing Date (except for to the extent any such representation or warranty that is limited to an earlier speaks as of a specific date, in which case such representation or warranty shall have been be true and correct only as of such earlier date) and (2) other than the Fundamental Representations, the representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Execution Date and on and as of the Closing Date as though made on the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) Seller must shall have performed or complied in all material respects with all of his obligations covenants and agreements required by this agreement to be performed or complied with by him Seller under this Agreement on or before prior to the Closing Date; (c) Seller must Since the Execution Date, there shall not have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;occurred any Material Adverse Effect that has not been cured; and (d) Purchaser shall have received from Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items each delivery required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebySection 2.5.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction satisfaction, or the written waiver (to the extent permitted by Law) by Purchaser, at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) a. The representations and warranties of Seller Parent contained in this agreement must Article IV (other than as set forth in the following sentence) shall be true and correct in all material respects (provided that without giving effect to any representation “materiality” or warranty contained herein that is qualified by a materiality Material Adverse Effect or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Sellersimilar qualifiers therein) as of the date of this agreement and as of the Closing Date as though made on the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent where failures to be true and correct do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The representations and warranties of Seller Parent set forth in (i) Section 4.7(a) shall be true and correct in all respects and (ii) Section 4.1, Section 4.2, Section 4.3(b) and Section 4.15 shall be true and correct in all material respects, in each of clause (i) and (ii), as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty as though made on the Closing Date. b. Seller Parent shall have been true performed and correct only as of such earlier date); (b) Seller must have performed complied in all material respects with all of his obligations and covenants required by this agreement Agreement to be performed or complied with by him Seller Parent on or before prior to the Closing Date;Closing. (c) c. Since the date hereof there shall not have occurred any event, circumstance, development, state of facts, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. d. Seller must Parent shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as a duly authorized officer of Seller Parent to the satisfaction effect that the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied. e. Seller Parent shall have made, or caused to be made, delivery to Purchaser of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyunder Section 3.1(b).

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and shall have complied in all material respects with each covenant to be performed and complied with hereunder at or before the Closing (other than Seller’s covenants with respect to delivery of documents at the Closing which shall be performed in all respects); provided, however, that those agreements, obligations and covenants which are qualified by materiality or absence of Material Adverse Effect shall have been complied with in all respects; (b) the representations and warranties of Seller contained herein that are qualified by materiality limitations shall be true and correct and those that are not qualified by materiality limitations shall be true and correct in this agreement must all material respects, in each case as of the time of Closing with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, except those representations and warranties that address matters only as of a particular date which, if qualified by materiality limitations, shall be true and correct and, if not qualified by materiality limitations, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date that date; (c) Purchaser shall have received a certificate of this agreement and Seller, dated as of the Closing Date and validly executed by an officer of Seller, certifying as though made on and as to the fulfillment of the Closing Date matters set forth in paragraphs (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true a) and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsSection 4.2; (d) Seller must shall have delivered received all authorizations and approvals from Governmental Authorities, to Purchaser or other specified persons the documents, instruments, certificates and other items extent required to be delivered by Seller pursuant obtained prior to section 5.3Closing for the operation of the Business after Closing and such other consents, authorizations, and approvals listed on Schedule 3(b)(ix); (e) There must not Seller shall have made or caused to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation made delivery to Purchaser of the transactions contemplated hereby to occur at items required by Section 3.1(b); (f) Purchaser shall have received a letter from Local Union No. 177, International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers, AFL-CIO substantially in the Closingform set forth in Exhibit 4.2(f); and (fg) No law must Purchaser shall have been enactedobtained, issuedat Purchaser’s sole cost and expense, enforcedfrom Lawyers Title Insurance Company (the “Title Company”), enteredALTA owner’s policies of title insurance, or promulgated that prohibits or makes illegal covering the consummation Real Property, which shall be free and clear of all Liens, easements, rights-of-way, encroachments, and other encumbrances except for the transactions contemplated herebyPermitted Encumbrances (except for the Mortgage to be Released).

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate purchase the transactions contemplated hereby to occur at the Closing are Finance Company Stock shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The Except to the extent waived hereunder, the representations and warranties of Seller in this agreement must contained herein shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse at the Closing, in each case with the same effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement though made at and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty time; Seller shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations and complied in all material respects with all covenants required by this agreement Agreement to be performed or complied with by him on it at or before prior to the Closing Date; (c) except to the extent waived hereunder in writing); and Seller must shall have delivered to Purchaser a certificate of Seller in form and substance reasonably satisfactory to Purchaser, dated the Closing Date Date, and signed on behalf of Seller by Sellerits Chairman, as Vice Chairman, President or a Vice President, in his (or her) respective representative capacity, and not individually, to all such effects and certifying the satisfaction of the conditions set forth in the foregoing subsections;this Section 8. (db) Seller must No action or proceeding shall have delivered been instituted and, at what would otherwise have been the Closing Date, remain pending before a court or other Governmental Entity (domestic or foreign) to restrain, prohibit or otherwise challenge the sale of the Finance Company Stock to Purchaser or other specified persons the documentsperformance of the material obligations of the parties hereto, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by nor shall any Governmental Authority preventing Entity have notified either party to this Agreement that the consummation of the transactions contemplated hereby would constitute a violation of the laws of the United States or any State thereof or the laws of the jurisdiction to occur which such court or Governmental Entity is subject and that it intends to commence proceedings to restrain the consummation of such transactions, to force divestiture if the same are consummated or to materially modify the terms or results of such transactions unless such agency or body shall have withdrawn such notice, or has otherwise indicated in writing that it will not take any action, prior to what would otherwise have been the Closing Date. (c) All authorizations and consents referred to in subparagraph 3.4(b) hereof shall have been obtained and all Authorizations required for the valid consummation by Seller and Purchaser of the transactions contemplated by this Agreement (including but not limited to the expiration of any applicable waiting period under HSR) shall have been obtained. (d) Purchaser shall have received evidence that the obligations to be released, assumed, terminated or discharged at or prior to Closing have been or will be so released, assumed, terminated or discharged with the Closing; andconsents of the lenders or holders of such obligations, all as contemplated in Sections 5.6 and 5.7. (e) Purchaser shall have received from Xxxxxxx X'Xxxxx, general counsel to Seller, an opinion, dated the Closing Date, in substantially the form of Exhibit A. (f) No law must have been enactedXxxx Xxxxxxxxx, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation Xxxxxx Xxxxxx and 3 of the transactions contemplated hereby4 sales representatives listed on Schedule 5.5(a) shall have accepted the employment offers made by Purchaser. (g) Purchaser shall have received Schedule 3.21 from Seller.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Asset Purchase are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Each of the representations and warranties of made by Seller in this agreement must Agreement shall be and have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement through and as of including on the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);Date. (b) Seller must shall have performed in all material respects all of his its obligations and shall have performed or complied in all material respects with all agreements and covenants required by this agreement Agreement to be performed by him on or before complied with by Seller prior to or at the Closing Date;. (c) Except as specifically contemplated herein, there shall not have been any action taken, or any applicable law or regulation enacted, promulgated or issued or deemed applicable to the Asset Purchase that would prohibit Purchaser’s ownership or operation of all or a material portion of the Production Assets, whether immediately at the Closing Date or as of some future date, whether specified or to be specified, or would compel Purchaser to dispose of or hold separate all or a material portion of the Production Assets, whether immediately at the Closing Date or as of some future date, whether specified or to be specified, or which would render Purchaser or Seller must unable to consummate any aspect of the Asset Purchase. (d) As of the Closing Date, there shall not have delivered been any change from that which was represented and warranted on the date of this Agreement pursuant to this Agreement and the Schedules provided on the date of this Agreement that results in a Material Adverse Effect. (e) No Litigation shall have been instituted, made or threatened in writing by any Person relating to the Asset Purchase or the validity or propriety of any aspect of the Asset Purchase that would make consummation of the Asset Purchase inadvisable in the reasonable opinion of Purchaser. (f) Purchaser shall have received by the Closing Date all licenses, permits, franchises and other authorizations, rights and privileges of governmental and regulatory authorities, Agencies, Investors and Insurers, including any state mortgage banking licenses, required to permit Purchaser to own the Production Assets and to conduct the business of the Acquired Division. (g) From the date hereof through the Closing Date, there shall be and have been no change that would have or would reasonably be expected to have a certificate Material Adverse Effect. (h) Purchaser shall have entered into an employment agreement with Xxxx Xxxxxxxx in form and substance satisfactory to Purchaser. (i) Purchaser and Seller shall have entered into a sublease with respect to the Loan Fulfillment Center (the “Sublease”) in form and substance satisfactory to Purchaser, dated which sublease shall include, among other terms, the Closing Date and signed by Seller, as to the satisfaction terms set forth in Schedule 3.2(i) of this Agreement. (j) Seller shall have tendered for delivery all of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documentscertificates, instruments, certificates documents and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be set forth in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation Section 3.7 of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebythis Agreement.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (bi) Seller must shall have performed in all material respects all of his its obligations hereunder and under the Reorganization Agreement required by this agreement to be performed by him on it at or before prior to the Closing Date;Closing, (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or a Seller Material Adverse Effect or any similar standard or qualification, shall be true and correct at and as of the Closing, as if made at and as of such time (other than representations or warranties that address matters only as of a certain date, which shall be true and correct as of such date), with only such exceptions as, individually or in the aggregate, have not had and would not be reasonably expected to have a Seller Material Adverse Effect, and (iii) Purchaser shall have received a certificate signed by an executive officer of Seller to the foregoing effect. (cb) All conditions to the obligations of Seller must and VoiceStream to close the Transactions contemplated by the Reorganization Agreement shall have delivered been satisfied or waived, and each of Seller and VoiceStream shall deliver to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to an executive officer certifying that the satisfaction closing of the conditions in Transactions contemplated by the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons Reorganization Agreement will occur immediately following the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation closing of the transactions contemplated hereby to occur at herein; provided, however, that if the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal Transactions contemplated by the consummation of the transactions contemplated hereby.Reorganization Agreement do not close immediately

Conditions to the Obligations of Purchaser. The obligations Each and every obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are hereunder shall be subject to the satisfaction satisfaction, as of Closing, of each of the following conditions, unless each of which can be waived in whole or in part in writing by Purchaser, but only in writing: (a) The All of the representations and warranties of Seller set forth in this agreement must Article III above shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement hereof and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited shall be deemed to an earlier date, in which case such representation or warranty shall have been made again at Closing and shall then be true and correct only except for representations and warranties as of a specified date, which shall be true and correct as of such earlier date); (b) Each of the covenants and other obligations of Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him it on or before Closing pursuant to the terms hereof shall have been duly performed and complied with in all material respects; (c) No action, suit, or proceeding shall be pending before any court or governmental agency or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Purchaser to own the Acquired Assets and to operate the Business; (d) Seller shall have obtained a release or releases or other appropriate documents as may be necessary to enable Purchaser to cancel or release any and all Liens encumbering or otherwise affecting any of the Acquired Assets other than the Permitted Liens and Seller shall have delivered to Purchaser a certified Uniform Commercial Code or equivalent search in the name of the Seller, performed in each jurisdiction where the Acquired Assets of Seller are located and where Seller’s Chief Executive Office (as that term is used under the Uniform Commercial Code in the state wherein such search is being performed) is located, dated not more than 30 days prior to the Closing Date showing no Liens of record encumbering the Acquired Assets other than Permitted Liens and Liens to be released hereunder; (e) The expiration or early termination of the applicable waiting period under the H-S-R Act; (f) Seller shall have delivered to Purchaser a certificate, in form reasonably satisfactory to Purchaser, to the effect that each of the conditions specified above in Section 8.l(a)-(c) and (e) has been satisfied in all material respects; (g) There shall have been no material adverse change in the condition or character of the Fee Owned Property, any Real Property Lease or any Restaurant and there shall have been no event or circumstance that has had or could reasonably be expected to have a material adverse change on the operations, financial condition or prospects of any Restaurant, in each case, between the date of the Most Recent Financial Statement and the Closing Date; (ch) Since the date of the Most Recent Financial Statement, there shall not have been a Material Adverse Effect; (i) Seller must shall have delivered to Purchaser a certificate the Financial Statements described in form and substance satisfactory to Purchaser, dated Section 5.l(m); (j) The Inventory level at each Restaurant location as of the Closing Date and signed by Seller, as shall be sufficient to operate each Restaurant location in the satisfaction Ordinary Course of Business. (k) Seller shall have delivered all of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates executed agreements and other items instruments required to be delivered by Seller pursuant to section 5.3Section 2.9 hereof; (el) There must not be Seller shall have delivered any executed assignments of copyrightable works delivered to Seller pursuant to Section 5.1(o); (m) Xxxxxxxx shall have executed and delivered the Non-Compete and Non-Solicitation Agreement in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation form attached hereto as Exhibit “J”; (n) Seller shall have delivered to Purchaser from its members holding at least fifty one percent (51%) of its voting power as of the transactions contemplated hereby to occur at Closing Date a consent, release and discharge of Purchaser, its executive officers, managers, employees, directors, subsidiaries, Affiliates, attorneys and agents in substantially the Closing; and (f) No law must have been enactedform of Exhibit “Q” from all Damages that may arise in connection with the authorization, issuedexecution, enforced, entered, or promulgated that prohibits or makes illegal delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (o) Seller shall have delivered to Purchaser a legal opinion of Seller’s counsel, in form and substance attached hereto as Exhibit “K”; (p) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby are reasonably satisfactory in form and substance to Purchaser; (q) Receipt by Purchaser of the Material Consents and Permits (other than the Liquor Licenses) and subject to Section 6.2, receipt by Purchaser of such other authorizations, consents, filings and approvals necessary to permit Seller to perform the transactions contemplated hereby, and all authorizations, consents, filings, licenses, permits and approvals necessary to permit Purchaser to continue the Business of Seller and to own and operate the Acquired Assets in the manner now conducted, owned and operated by Seller as obtained, made or given, in form and substance reasonably satisfactory to Purchaser, not subject to the satisfaction of any condition that has not been satisfied or waived and in full force and effect; and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the transactions contemplated under this Agreement, if any, shall have occurred; (r) A certificate of the Secretary of the Seller, dated the Closing Date, (i) setting forth the resolutions of the manager authorizing the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby, (ii) certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, (iii) certifying as to the incumbency of the officers of the Seller executing this Agreement and any Ancillary Agreement to which it is a party, (iv) certifying as to the validity and completeness of the Articles of Organization and Operating Agreement of the Seller delivered to Purchaser prior to the Closing Date including the Operating Agreement amendment provided for under Section 5.1(k) and (v) certifying as to the identity and voting percentage of the equity members of Seller as of the Closing Date. (s) A certificate of full force and effect of Seller dated a date reasonably approximate to the Closing Date, issued by the Secretary of State of the entity’s state of organization and each state where the Seller operates its Business, and to the extent reasonably available in each state wherein a Restaurant is located, a letter from that state’s Department of Revenue certifying as to the timely filing of all sales, use and similar Tax reports and the timely payment of all sales, use and similar Taxes by Seller; (t) Seller shall have delivered to Purchaser (i) an estoppel and consent agreement executed by the landlord under each Real Property Lease in substantially the form of Exhibit “M” (each an “Estoppel and Consent”), (ii) fully executed amendments to certain Real Property Leases as provided under Section 5.1(l) and (iii) evidence satisfactory to Purchaser of the payment in full of all loans, advances, notes and other instruments due any landlord under the Real Property Leases; (u) An assignment of any all insurance proceeds (or an assignment of the right to receive all such proceeds) to which Purchaser may be entitled under Section 5.2 hereof; and (v) Each Restaurant location shall have Working Cash on hand, the amount of which shall be evidenced by a cross receipt in substantially the form attached hereto as Exhibit “P” signed by Purchaser and Seller as of the Closing Date; (w) Seller shall have delivered to Purchaser for each of the Restaurants the general manager description set forth in Section 5.1(p). (x) Seller shall have delivered to Purchaser satisfactory evidence of the payoff of all equipment leases and equipment loans or advances set forth in Section 5.4 of the Seller Disclosure Schedule.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Stock Purchase and Patent Assignment are subject to the satisfaction or waiver (where permissible) of each the following additional conditions, unless waived in whole or in part in writing by Purchaser: (a) The Each of the representations and warranties of Seller Xxxxxxxx contained in this agreement must Agreement that are qualified as to materiality or Material Adverse Effect or any similar standard or qualification shall be true and correct, and each of the representations and warranties of Xxxxxxxx contained in this Agreement that are not qualified as to materiality or Material Adverse Effect or any similar standard or qualification shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and respects, in each case as of the Closing Date as though made on and as of the Closing Date (Date, except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty those representations and warranties that address matters only as of a particular date shall have been remain true and correct only as of such earlier date), and, if the Closing does not occur simultaneously with the execution of this Agreement, Purchaser shall have received a certificate of a duly authorized officer of Xxxxxxxx to such effect; (b) Seller must Xxxxxxxx shall have performed or complied in all material respects with all of his obligations agreements and covenants required by this agreement Agreement to be performed or complied with by him Xxxxxxxx on or before prior to the Closing Date, and, if the Closing does not occur simultaneously with the execution of this Agreement, Purchaser shall have received a certificate of certificate of a duly authorized officer of Xxxxxxxx to that effect; (c) Seller must Purchaser shall have delivered to Purchaser a certificate received evidence of receipt, each in form and substance reasonably satisfactory to Purchaser, dated of (i) all required authorizations, consents, orders and approvals of all Governmental Entities and officials, if any, and (ii) all third party consents, if any, set forth in Sections 3.03 and 4.04 herein or in the Closing Date Disclosure Schedule and signed by Seller, all other third party consents necessary to operate the Company’s business as to the satisfaction such business is conducted as of the conditions in the foregoing subsectionsdate of this Agreement; (d) Seller must Xxxxxxxx and Holdings shall have executed and delivered to Purchaser or other specified persons an executed counterpart to the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3Patent Assignment Agreement; (e) There must not be The Transition Services Agreement shall remain in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation full force and effect; (f) Xxxxxxxx shall have delivered executed counterparts of the transactions contemplated hereby to occur at Resignation and General Release, in the Closingform of Exhibit D hereto, executed by each director and officer identified in Section 4.24 of the Disclosure Schedule; (g) Between the date of this Agreement and the Closing Date, no Material Adverse Effect shall have occurred and be continuing; and (fh) No law must All of the Contracts referenced in Section 4.11(c) of the Disclosure Schedule shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal validly assigned by Xxxxxxxx to the consummation of the transactions contemplated herebyCompany and shall remain in full force and effect.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than (i) Section 2.8 and (ii) those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period), except (x) where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein), would not have, a Seller Material Adverse Effect or (y) where the failure of such representations to be true and accurate arises out of, or relates to, the business or operations of the Seller Subsidiaries following the date hereof (an "Excluded Breach"), unless written notice of such failure or inaccuracy occurring within the first 20 business days after the date hereof is provided as contemplated by Section 7.1(e) within 35 days following the date hereof; (b) Seller must shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (c) Seller must Purchaser shall have delivered to Purchaser received an incumbency certificate and a certificate in form and substance satisfactory to Purchasersigned by two executive officers of Seller, dated as of the Closing Date and signed by SellerDate, as to the satisfaction of effect that the conditions set forth in the foregoing subsectionsSection 6.2(a) and Section 6.2(b) have been satisfied; (d) the Seller must Subsidiaries shall have delivered to Purchaser or other specified persons entered into the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3Reinsurance Agreement; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation all Intercompany Accounts have been terminated as of the transactions Closing Date; (f) Seller shall have entered into the Transitional Services Agreement contemplated hereby to occur at by Exhibit B-4 hereto; (g) Purchaser shall have received letters of resignation from each of the Closingmembers of the Board of Directors of each Seller Subsidiary, which resigna- tions shall be effective as of the Closing Date; (h) the Company shall have no subsidiaries other than the Insurance Subsidiaries; and (fi) No law must Seller shall have been enacteddelivered copies to Purchaser of all certificates of good standing, issued, enforced, entered, or promulgated that prohibits or makes illegal certificates of qualification and certificates of authority for each Seller Subsidiary consistent with the consummation disclosure provided in Section 2.11(b) of the transactions contemplated herebyDisclosure Schedules.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must Sellers shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation or warranty other than those representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such earlier datedate or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality," "Business Material Adverse Effect" or "material adverse effect" or similar qualifications set forth therein) would not individually or in the aggregate have a Business Material Adverse Effect; (b) Seller must Sellers shall have performed in all material respects all of his their obligations hereunder required by this agreement to be performed by him on them at or before prior to the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Net Working Capital as of the close of business on the date immediately preceding the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsshall be at least $3.2 million; (d) Seller must Purchaser shall have delivered received a certificate signed by an officer of each Seller, dated as of the Closing Date, to Purchaser or other specified persons the documentseffect that, instrumentsto the best of such officer’s knowledge, certificates the conditions set forth in Sections 6.2(a), 6.2(b) and other items required to be delivered by Seller pursuant to section 5.3;6.2(c) have been satisfied; and (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing The conditions to the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must Financing Commitment shall have been enactedsatisfied in full or waived, issued, enforced, entered, and immediately available funds in the amount and on the terms contemplated by such Financing Commitment shall have been provided or promulgated that prohibits or makes illegal be available to the consummation of the transactions contemplated herebyPurchaser.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than (i) Section 2.8 and (ii) those representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period), except (x) where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "material adverse effect" set forth therein), would not have, a Seller Material Adverse Effect or (y) where the failure of such representations to be true and accurate arises out of, or relates to, the business or operations of the Seller Subsidiaries following the date hereof (an "EXCLUDED BREACH"), unless written notice of such failure or inaccuracy occurring within the first 20 business days after the date hereof is provided as contemplated by Section 7.1(e) within 35 days following the date hereof; (b) Seller must shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (c) Seller must Purchaser shall have delivered to Purchaser received an incumbency certificate and a certificate in form and substance satisfactory to Purchasersigned by two executive officers of Seller, dated as of the Closing Date and signed by SellerDate, as to the satisfaction of effect that the conditions set forth in the foregoing subsectionsSection 6.2(a) and Section 6.2(b) have been satisfied; (d) the Seller must Subsidiaries shall have delivered to Purchaser or other specified persons entered into the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3Reinsurance Agreement; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation all Intercompany Accounts have been terminated as of the transactions Closing Date; (f) Seller shall have entered into the Transitional Services Agreement contemplated hereby to occur at by Exhibit B-4 hereto; (g) Purchaser shall have received letters of resignation from each of the Closingmembers of the Board of Directors of each Seller Subsidiary, which resignations shall be effective as of the Closing Date; (h) the Company shall have no subsidiaries other than the Insurance Subsidiaries; and (fi) No law must Seller shall have been enacteddelivered copies to Purchaser of all certificates of good standing, issued, enforced, entered, or promulgated that prohibits or makes illegal certificates of qualification and certificates of authority for each Seller Subsidiary consistent with the consummation disclosure provided in Section 2.11(b) of the transactions contemplated herebyDisclosure Schedules.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing under this Agreement are subject to the satisfaction satisfaction, at or before the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Creative Bellows contained herein that is are qualified by a as to materiality or material adverse effect qualification will not shall be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement true in all respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier such date, and each of the representations and warranties of Creative Bellows that are not so qualified shall be true in which case such representation or warranty shall have been true and correct only as of such earlier date)all material respects; (b) Seller must Creative Bellows shall have performed and complied in all material respects with all of his covenants, agreements, obligations and conditions required by this agreement Agreement to be performed or complied with by him on Creative Bellows at or before prior to the Closing DateClosing; (c) Seller must There shall not be threatened, instituted or pending any Proceeding by or before any court or Governmental Body requesting or looking toward an Order that (i) restrains or prohibits the consummation of the Share Exchange, (ii) could have delivered a Material Adverse Effect on Purchaser’s ability to Purchaser a certificate in form and substance satisfactory to Purchaser, dated exercise control over or manage Creative Bellows after the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsor (iii) could have a Material Adverse Effect on Creative Bellows; (d) Seller must have delivered to Purchaser On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or other specified persons prohibiting the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3consummation of the Share Exchange; (e) There must not The Related Agreements to which Creative Bellows is a party and all other documents to be delivered by Creative Bellows to Purchaser at the Closing shall be satisfactory in effect any temporary restraining orderform and substance to Purchaser; (f) All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, preliminary in the opinion of Purchaser Counsel, in connection with (i) the execution and delivery by Creative Bellows of this Agreement and the Related Agreements to which it is a Party or permanent injunction, stay or other order issued by any Governmental Authority preventing (ii) the consummation by Creative Bellows of the transactions contemplated hereby Share Exchange and copies of all such Consents shall have been delivered to occur at the ClosingPurchaser; and (fg) No law must Purchaser and Xxxxxxxx Xxx shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal executed and delivered to Purchaser the consummation of Return to Treasury Agreement and shall simultaneously with the Closing consummate the transactions contemplated herebytherein.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate purchase the Purchased Shares and otherwise to effect the transactions contemplated hereby to occur at the Closing are shall be subject to satisfaction, as of the satisfaction Purchase Date, of each the following conditions, unless conditions (except to the extent any of the following conditions shall have been expressly waived in whole or in part in writing by Purchaser:): (a) The representations and warranties of Seller contained in this agreement must Agreement shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement on and as of the Closing Purchase Date with the same force and effect as though made on and as of the Closing Date (except for any representation or warranty that is Purchase Date, other than representations and warranties limited to an earlier a specific date, in which case such representation or warranty shall have been true and correct only as of such earlier date);, (b) Seller must shall have performed and complied in all material respects with all of his obligations covenants and agreements required by this agreement Agreement to be performed or complied with by him it on or before prior to the Closing Purchase Date;. (c) Seller must have delivered to Purchaser a certificate in form All permits, approvals, authorizations and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction consents of the conditions in Bermuda Monetary Authority and all other third parties necessary for the foregoing subsections;consummation of the transactions contemplated herein shall have been obtained. (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, No preliminary or permanent injunction, stay injunction or other order issued by any Governmental Authority preventing federal or state court of competent jurisdiction in the consummation of United States or by any United States federal or state governmental or regulatory body which restrains, enjoins or otherwise prohibits the transactions contemplated hereby by this Agreement shall be in effect, nor shall any request for any such injunction be pending. (e) Textainer Equipment Management Ltd., a company with limited liability continued into Bermuda (“TEML”), shall have executed a letter agreement in the form of Exhibit B pursuant to occur at which TEML agrees to offer to the Closing; andCompany and to permit the Company to offer to each of Seller and the Purchaser in their capacities as owners of Class A Shares of the Company, certain investment opportunities described therein for a period commencing on the Purchase Date and expiring on the date specified therein (the “Offer Letter”) (f) No law must Each of the Purchaser, the Seller and the Company shall have entered into an Amended and Restated Members Agreement in the form attached hereto as Exhibit C. (g) Resolutions of both the Board of Directors and the shareholders of the Company shall have approved the amended bye-laws of the Company substantially in the form attached as Exhibit D hereto. (h) The Purchaser shall have received a share certificate representing the Purchased Shares and an executed instrument of transfer in the form attached hereto as Exhibit E conveying to the Purchaser the Purchased Shares being sold hereunder as more particularly specified in such instrument of transfer, effective as of the Purchase Date. (i) The Purchaser shall have received the resignation of Merijn Zondag as a member of the Board of Directors of the Company, effective as of the Purchase Date. (j) The Company shall have entered into the Second Amended And Restated Series 2000-1 Supplement in the form attached hereto as Exhibit F. (k) The Company shall have entered into Amendment Number 2 to Contribution and Sale Agreement in the form attached hereto as Exhibit G. (1) The Company shall have received a consent executed by Ambac Assurance Corporation in the form attached hereto as Exhibit H. (m) The Rating Agency Condition shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebysatisfied.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at proceed with the Closing are is subject to the satisfaction on or prior to the Closing Date of each the following further conditions, unless waived any one or more of which may be waived, in whole or in part in writing part, by Purchaser: (a) The Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date; (b) the representations and warranties of Seller contained in this agreement must Agreement shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate only to an earlier date (in which case as of such earlier date), and except for representations and warranties qualified by “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all material respects respects; (c) the Escrow Holder shall have received a certificate signed on behalf of Seller indicating that the conditions provided in Section 6.02(a) and Section 6.02(b) have been satisfied; (d) the Escrow Holder’s receipt of deliveries to be made by Seller or on behalf of under Sections 2.03 and 2.04; (e) the Escrow Holder shall have received a certification from Seller that any representation or warranty contained herein that is qualified complies with Treasury Regulation Section 1.1445-2(c)(3), dated no more than thirty (30) days prior to the Closing Date and signed by a materiality or material adverse effect qualification will responsible corporate officer of Seller, that the Company is not be so qualified for purposes of determining the existence of any breach thereof by Sellera “United States real property interest” (as defined in Section 897(c)(1) as of the date Code). (f) At Closing, Seller shall deliver to Purchaser an Owner’s Extended Coverage Policy of this agreement and title insurance (ALTA Form 2006) (“Title Policy”) in the amount of the Purchase Price insuring, as of the Closing Date as though made Date, good and marketable title and/or good and valid leasehold interests in all of the interests in real property that are included in the Company Assets, free and clear of all Liens, encumbrances and defects except the Permitted Liens. (g) Within ten (10) business days from the Execution Date, Seller shall order from Chicago Title Company a preliminary commitment for the Title Policy covering all of the interests in real property that are included in the Company Assets in the full amount of the Purchase Price (“Preliminary Commitment”), together with complete and legible copies (to the extent they are available) of any recorded exceptions identified in Schedule B thereof. Seller shall request of Title Company that the Preliminary Commitment be completed and delivered to all parties listed in Section 9.01 within ten (10) business days from Seller’s request. Seller shall, at its sole cost and expense, be responsible for obtaining and delivering an ALTA/ASCM Land Title Survey of all of the interests in real property that are included in the Company Assets. Seller and Purchaser shall conduct their review and approval of the Preliminary Commitment in accordance with the procedures set forth in sections (i) through (iii) below. (i) Purchaser shall have thirty (30) business days from the receipt of the Preliminary Commitment within which to notify Seller in writing whether, in its sole and absolute judgment and discretion, it disapproves of any exception in Schedule B thereof (“Purchaser’s Title Cure Notice”). All monetary liens or encumbrances, if any, that are not Permitted Liens, shall automatically be deemed disapproved. Purchaser’s failure to deliver Purchaser’s Title Cure Notice shall, subject to section (iii) below, constitute unconditional approval of all exceptions in Schedule B except monetary liens or encumbrances. Exceptions not disapproved by Purchaser shall be Permitted Liens. Seller shall cooperate by delivering to Title Company customary owner’s affidavits required by Title Company in connection with issuing an extended coverage policy of title insurance. (ii) Seller shall have ten (10) business days from receipt of Purchaser’s Title Cure Notice within which to notify Purchaser in writing whether it will cure or remove any exceptions disapproved by Purchaser pursuant to section (i) above (“Seller’s Title Cure Notice”). Seller shall remove on and as of or before the Closing Date (except any and all monetary liens and encumbrances on the interests in real property that are included in the Company Assets. Except for monetary liens and encumbrances, Seller’s failure to deliver Seller’s Title Cure Notice shall constitute Seller’s election not to remove any representation or warranty that is limited such exceptions. Seller shall remove all exceptions it elects to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him remove on or before the Closing Date;. (ciii) If any supplement to the Preliminary Commitment issued after the date of Purchaser’s Title Cure Notice contains an encumbrance against the real property interests that are included in the Company Assets other than encumbrances in the initial Preliminary Commitment or any previous supplements thereto, or materially modifies an encumbrance contained in the initial Preliminary Commitment or any previous supplements thereto, Purchaser shall be entitled to disapprove any such matter by written notice to Seller must delivered within five (5) business days from Purchaser’s receipt of any such supplement. If Purchaser timely disapproves, the provisions of sections (ii) and (iii) above shall apply, except Seller shall have delivered only two (2) business days to deliver its notice to Purchaser a certificate and Purchaser shall have only two (2) business days following receipt of Seller’s notice to make its election. (h) Purchaser shall have received Uniform Commercial Code search reports for all offices in form which Uniform Commercial Code financing statements would be filed with respect to the (i) Interests and substance satisfactory (ii) the Company Assets, and judgment and tax liens searches in appropriate jurisdictions for Seller and the Company, in each case dated not earlier than ten (10) Business Days prior to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyDate.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) as of each the Closing of the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of made by Seller in this agreement must Agreement qualified as to materiality or a Company Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) respects, as of the date of this agreement hereof and as of the time of the Closing Date as though made on and as of such time, except to the Closing Date (except for any representation or warranty that is limited extent such representations and warranties expressly relate to an earlier date, date (in which case such representation representations and warranties qualified as to materiality or warranty a Company Material Adverse Effect shall have been be true and correct, and those not so qualified shall be true and correct only in all material respects, on and as of such earlier date); (b) Seller must shall have performed or complied in all material respects respects, and shall have caused each Company to perform or comply in all of his material respects, with all obligations and covenants hereunder required by this agreement to be performed or complied with by him on Seller or before either Company, as applicable, at or prior to the Closing Date; (c) Seller must have delivered to Purchaser a certificate no Applicable Law or Order enacted, entered, promulgated, enforced or issued by any Governmental Entity, or other legal restraint or prohibition shall be pending, threatened or in form and substance satisfactory to Purchasereffect, dated the Closing Date and signed by Seller, as to the satisfaction that would (i) prevent consummation of any of the conditions in transactions contemplated by this Agreement, (ii) cause any of the foregoing subsectionstransactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Purchaser to own the Shares or to operate the business of each Company; (d) Seller must shall have delivered paid ES Consultants, Inc. to Purchaser or other specified persons take such actions post-Closing in accordance with the documentsAction Plan Report dated February 8, instruments2008 by ES Consultants, certificates and other items required Inc., as supplemented by that certain e-mail dated February 22, 2008, from Xxxxx Xxxxxxx-Xxxxxxxxx of ES Consultants, Inc. to be delivered by Seller pursuant to section 5.3Xxxxxxx Xxxxxxx (Subject: AHM Action Plan Table Summary - Xxxxxx Xxxxxx, LLP Comments); (e) There must not be in effect any temporary restraining orderSeller and each Company shall have obtained the Consents set forth on Section 8.1(e) of the Disclosure Schedule; (f) Purchaser shall have completed its telephone interviews with representatives of the customers set forth on Section 2.21 of the Disclosure Schedule who are currently customers of either Company, preliminary with the results of such interviews reasonably satisfactory to Purchaser; (g) the applicable Company or permanent injunctionSeller, stay as the case may be, shall have delivered to Purchaser each of the following: (i) a certificate signed by a vice president or other order issued executive officer of each Company and Seller, dated as of the Closing Date, to the effect that the conditions set forth in Sections 8.1(a) and 8.1(b) have been satisfied; (ii) certificates executed by any Governmental Authority preventing the Secretary or an Assistant Secretary of Seller and each Company certifying as of the Closing Date (A) a true and complete copy of the certificate of incorporation or other similar governing instrument of Seller or such Company, as the case may be; (B) a true and complete copy of the bylaws or other similar governing instrument of Seller or such Company, as the case may be; (C) a true and complete copy of the resolutions of the board of directors of Seller or such Company, as the case may be, authorizing the execution, delivery and performance by Seller or such Company, as the case may be, of this Agreement and the consummation of the transactions contemplated hereby by this Agreement; and (D) incumbency matters; (iii) a certificate of the Secretary of State or other applicable Governmental Authority certifying the good standing of each Company and Seller in its respective jurisdiction of organization as of a date within seven (7) days before the Closing Date; (iv) all minute books, ledgers and registers, corporate seals and other corporate records relating to occur the organization, ownership and maintenance of each Company; (v) written resignations, effective as of the Closing Date, of each of the directors and officers of each Company from all directorships and offices with such Company; (vi) an opinion of counsel from counsel to Seller in the form attached as Exhibit 8.1(g)(vi); (vii) copies reasonably acceptable to Purchaser of each of the Consents set forth in Section 8.1(f) of the Disclosure Schedule; (viii) a counterpart to the Escrow Agreement executed by Seller; (ix) pay-off letters, discharges, releases and UCC-3 termination statements adequate to discharge all Encumbrances on the property and assets of each Company, other than (A) Permitted Encumbrances and (B) Encumbrances related to any Debt that will not be paid by Purchaser on behalf of such Company at the Closing; and (fx) No law must a certificate (the “Closing Certificate”) from an authorized officer of Seller certifying the amounts of (i) Cash, (ii) Debt (other than the IRB Obligation) of each Company (the “Payoff Amount”) and (iii) Transaction Fees, in each case as of the close of business on the Closing Date, and the names of the Persons to which such amounts are payable; (h) Purchaser or AHM shall have been enactedobtained an environmental liability insurance policy upon substantially the terms (including coverage, issuedpremium and deductible) set forth on Exhibit 8.1(h) (the “Environmental Liability Insurance Policy”); (i) AHM shall have used its commercially reasonable efforts to amend its Benefit Plans, enforcedas set forth on Exhibit 8.1(i), enteredto exclude from eligibility in such Benefit Plans individuals performing services for AHM through AMS; and (j) either (i) Seller shall have obtained, or promulgated with the commercially reasonable cooperation of Purchaser (which cooperation shall include a replacement for the $10 million guaranty that prohibits or makes illegal currently supports the obligations of AHM thereunder), a written waiver by iStar Financial Inc. of the event of default under the Reimbursement Agreement that would otherwise be effected by the consummation of the transactions contemplated herebyby this Agreement or (ii) Purchaser shall have obtained the consent of iStar Financial Inc. and the issuer of the letter of credit issued pursuant to the Reimbursement Agreement to replace iStar Financial Inc. as the obligor under such letter of credit.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser:conditions precedent: Table of Contents (a) The VitalWorks shall have performed in all respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and the representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty VitalWorks contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct when made and shall be true and correct as of the Closing, as if made as of the Closing (except for (i) changes contemplated or permitted by this Agreement or attributable to matters disclosed by VitalWorks in the Schedules hereto; (ii) failures to perform covenants or breaches of representations and warranties that would not, individually or in the aggregate, have a Material Adverse Effect (provided that if a representation or warranty is qualified by “materiality” or “Material Adverse Effect”, such qualification shall be disregarded for purposes of this Section 4.2(a)); and (iii) those representations and warranties that address matters as of a particular date, which, subject to clause (ii) above, need be true only as of such earlier date); (b) Seller must . Purchaser shall have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaserof VitalWorks, dated as of the Closing Date and signed by Sellera senior officer of VitalWorks, certifying as to the satisfaction fulfillment of the conditions in foregoing; (b) VitalWorks shall have made or caused to be made delivery to Purchaser of the foregoing subsectionsitems required by Section 3.1(b); (c) VitalWorks and Purchaser shall have received duly executed consents to the assignment and transfer of the Assumed Contracts set forth on Schedule 4.2(c) (the “Required Consents”); and (d) Seller must Purchaser shall have delivered received an opinion of counsel to Purchaser or other specified persons VitalWorks, in the documents, instruments, certificates form and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in the effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyset forth on Schedule 3.1(b).

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The representations and warranties of Seller Sellers in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by SellerSellers) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller Sellers must have performed in all material respects all of his its obligations required by this agreement to be performed by him it on or before the Closing Date; (c) Seller Sellers must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Sellereach of the Sellers, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller Purchaser must have received proof of the release of Liens with respect to the Securities; (e) Purchaser must have received executed consents as set forth in Schedules 3.1(c) and (d); (f) Sellers must have received executed consents as set forth in Schedules 3.2(c) and (d) in form reasonably satisfactory to Purchaser; (g) The Pricing Committee shall have received the Valuation Research Opinion on or before the Closing Date; (h) Each of the Nominees (as that term is defined in the Shareholders’ Agreement) and the Observers (as that term is defined in the Shareholders’ Agreement), designated by Sellers to sit on or observe the Board of Directors of the Company (the “Board”), shall have resigned from the Board, in the case of the Nominees, or shall have removed themselves as Observers of the Board, in the case of the Observers; (i) Purchaser shall have consummated and received the proceeds from the Debt Financing; (j) Purchaser must have received evidence that the Senior Subordinated Notes of SG-GN and SG-LTE in the aggregate principal amount of $13,250,000 have been retired and paid in full including all accrued interest through the Closing Date; (k) Purchaser must have received a waiver from SG-Xxxxxxx regarding any of its rights under Section 16 of the Shareholders’ Agreement; (l) Purchaser must have received from SG-Xxxxxxx executed originals of the Fifth Amended and Restated Shareholders’ Agreement pursuant to which SG-Xxxxxxx will execute such agreement stating it is no longer a party to such agreement; (m) Purchaser shall have received a Mutual Release executed by each Seller; (n) Sellers must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller Sellers pursuant to section 5.3; (eo) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fp) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation other than those representations, and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier date, in a specific period of time which case such representation or warranty shall have been need to be true and correct accurate only as of such earlier datedate or with respect to such period); (b) Seller must shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (c) Seller must Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchasersigned by two executive officers of Seller, dated as of the Closing Date and signed by SellerDate, as to the satisfaction effect that, to the best of their Knowledge, the conditions set forth in the foregoing subsectionsSECTION 8.2(a) and SECTION 8.2(b) have been satisfied; (d) Seller must Purchaser shall have delivered to received duly executed resignations from all of HSI's directors and such officers as requested by Purchaser or other specified persons effective as of the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3Closing Date; (e) Purchaser shall have received the proceeds of the Acquisition Loan; (f) Purchaser shall have received an opinion letter from Bxxxx Xxxx, LLP, as of the Closing Date, in the form of EXHIBIT 1 hereto. (g) Seller or an Affiliate of Seller shall have paid in full all outstanding Indebtedness of HSI as of the Closing Date. (h) There must shall have been no Material Adverse Effect with respect to HSI's business, condition (financial or otherwise), assets, liabilities, operations or financial performance since June 30, 1999. (i) Since the date of this Agreement, there shall not be in effect have been commenced or threatened against Purchaser or against any temporary restraining orderPerson affiliated with Purchaser, preliminary any Proceeding (i) involving any challenge to, or permanent injunction, stay seeking damages or other order issued by relief in connection with, any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enactedhereunder, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.or

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must Agreement that are not qualified as to materiality shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation representations and warranties that address matters only as of a particular date or warranty that is limited only with respect to an earlier datea specific period of time, which need to be true in which case such representation or warranty shall have been true and correct all material respects only as of such earlier datedate or with respect to such period); (b) the representations and warranties of Seller must in this Agreement that are qualified as to materiality shall be true in all respects as of the Closing Date as if made at and as of such time (except for representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need to be true in all respects only as of such date or with respect to such period); (c) Seller shall have performed in all material respects all of his the obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (d) the Company shall not have suffered any Company Material Adverse Effect; (e) Each member of the Company's board of directors shall have tendered his resignation as a director in writing, effective as of the Closing; (f) Purchaser shall have received a certificate signed by the President or a Vice President of Seller, dated as of the Closing Date, to the effect that the conditions set forth in paragraphs (a), (b), (c) and (d) of this Section 6.2 have been satisfied, provided that, the officer signing such certificate shall not be personally liable for its contents; and (g) Seller must shall have delivered to Purchaser a certificate certifying that, to the best of Seller's knowledge and except as may otherwise be described in form and substance satisfactory to Purchasersuch certificate, dated no events or circumstances have occurred or exist between the date of the Interim SAP Financial Statement for the financial reporting period immediately preceding the Closing Date and signed by Sellerthe Closing Date that would reduce the Company's statutory surplus as regards to policyholders to less than $7,200,000, as to the satisfaction of the conditions calculated in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyaccordance with SAP.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction or waiver by Purchaser, on or prior to the Closing Date, of each the following conditions, unless waived in whole or in part in writing by Purchaser:further conditions precedent (condiciones suspensivas): (ai) The all of the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects; (ii) the representations and warranties of Seller Sellers contained in this agreement must Article III shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement and as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation or warranty that is limited to an earlier other than those representations and warranties made as of a specified date, in which case such representation or warranty representations and warranties shall have been be true and correct only in all respects as of such earlier specified date); provided, however, that for purposes of determining the satisfaction of the condition set forth in this Section 6.2(ii), such representations and warranties (other than those representations and warranties contained in Sections 3.1, 3.2(a), 3.3, 3.4, 3.5 and 3.6, which shall be true and correct in all respects) shall be deemed to be so true and correct if the failure or failures of such representations and warranties to be true and correct (such representations and warranties to be read for this purpose without reference to any qualification set forth therein relating to “materiality” or “Material Adverse Effect”) do not constitute, individually or in the aggregate, a Material Adverse Effect; (iii) Sellers shall have delivered or caused to be delivered to Purchaser the items set forth in Section 2.4(b); (biv) Seller must there shall not have performed occurred nor shall Purchaser have become aware of after the date of this Agreement, any event or development with relation to Sellers or the Subject Companies that, individually or in all material respects all of his obligations required by this agreement the aggregate, has had, or would reasonably be expected to be performed by him on or before the Closing Datehave, a Material Adverse Effect; (cv) Seller must Purchaser shall have delivered to Purchaser a certificate completed the environmental investigations described in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the ClosingSection 5.16; and (fvi) No law must Sellers shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal caused the consummation Subject Companies to obtain the Permits set forth in Section 6.2(vi) of the transactions contemplated herebySellers Disclosure Letter or any other evidence, satisfactory to Purchaser in its sole discretion, demonstrating such Permits are not required pursuant to applicable Law.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing (other than Seller's covenants with respect to deliveries of documents at the Closing which shall be performed in all respects), and the representations and warranties of Seller contained herein that are qualified by materiality shall be true and correct in all respects and those that are not qualified by materiality shall be true and correct in all material respects, in each case as of the Closing, as though such representations and warranties had been made on, and with reference to such time (except for (i) changes contemplated or permitted by this agreement must Agreement or attributable to matters disclosed by Seller in the Schedules, and (ii) those representations and warranties that address matters only as of a particular date which, if qualified by materiality, shall be true and correct and, if not qualified by materiality, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date that date). Purchaser shall have received a certificate of this agreement and Seller, dated as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by an officer of Seller, certifying as to the satisfaction fulfillment of the conditions matters set forth in paragraphs (a) and (b) of this Section 4.2. (b) Seller shall have received all consents, authorizations, and approvals listed on Schedule 3.1(b)(vii), which consents, authorizations and approvals shall be in full force and effect. (c) Seller shall have satisfied in full before the foregoing subsections;Closing all indebtedness of Seller relating to the Business, including without limitation, all outstanding intercompany loans or indebtedness. (d) Seller must Since January 1, 2003, there shall have delivered been no adverse change to the business results, operations or financial condition of the Business that would have a Material Adverse Effect, and Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered shall have received a certificate signed by Seller pursuant dated the Closing Date to section 5.3;such effect. (e) There must not Seller shall have made or caused to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation made delivery to Purchaser of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyitems required by Section 3.1(b).

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction fulfillment, at or prior to the Closing, of each of the following conditions, unless any of which may be waived in whole or in part in writing by PurchaserPurchaser in its sole discretion: (a) The Each of the representations and warranties of Seller contained in this agreement must Agreement shall be true and correct in all material respects (provided except for those representations and warranties that any representation or warranty contained herein that is are qualified by a as to materiality or material adverse effect qualification will not Material Adverse Effect, which representations and warranties shall be so qualified for purposes of determining the existence of any breach thereof by Sellertrue and correct in all respects) as of the date of this agreement both when made and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except for any representation Date, or warranty in the case of representations and warranties that is limited to an earlier are made as of a specified date, in which case such representation or warranty representations and warranties shall have been be true and correct only correct, to the extent set forth above, as of such earlier specified date);. (b) Seller must shall have performed or complied with, in all material respects respects, all of his obligations covenants and agreements required by this agreement to be performed or complied with by him on it under this Agreement at or before prior to the Closing Date;Closing. (c) Purchaser shall have received from Seller must have delivered to Purchaser a certificate to the effect set forth in form Sections 7.1(a) and substance satisfactory to Purchaser(b), dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;a duly authorized officer thereof. (d) Purchaser shall have received from Seller must have delivered to Purchaser or other specified persons each of the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3;deliverables set forth in Section 5.2. (e) There must not be in effect any temporary restraining orderAll material consents of, preliminary or permanent injunctionregistrations, stay declarations or other order issued by filings with, any Governmental Authority preventing Entity legally required for the consummation of the Contemplated Transactions shall have been obtained or filed. (f) No Governmental Entity shall have enacted, issued, promulgated or enforced any Law that prohibits the consummation of the transactions contemplated hereby to occur at the Closing; andby this Agreement. (fg) No law must have been enacted, issued, enforced, entered, Legal Proceedings shall be pending or promulgated that prohibits or makes illegal threatened prohibiting the consummation of the transactions contemplated herebyContemplated Transactions.

Conditions to the Obligations of Purchaser. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing Merger are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The All of the representations and warranties of Seller made by the Company in this agreement must be Agreement and in any documents or certificates provided by the Company (i) shall have been true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement Agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty ii) shall have been true and correct only as of the Effective Time as though made at and as of the Effective Time, provided, however, that if any representation or warranty (other than the representations contained in Sections 3.1, 3.2, 3.3, 3.4(a), 3.4(b) and 3.4(d) is not true or correct as of the Effective Time, the condition in this clause (ii) shall nonetheless be deemed satisfied unless the facts or circumstances causing any representation or warranty not to be true or correct, either individually or in the aggregate, and without giving effect to any materiality qualifier set forth in any such earlier date);representation or warranty, have a Material Adverse Effect on the Company. (b) Seller must The Company shall have performed in all material respects all of his obligations and shall have complied in all material respects with all agreements and covenants required by this agreement Agreement to be performed or complied with by him on it prior to or before at the Closing Date;Effective Time. (c) Seller must Except as specifically contemplated herein, there shall not have delivered to Purchaser a certificate in form and substance satisfactory to Purchaserbeen any action taken, dated the Closing Date and signed by Selleror any statute, as rule, regulation or order enacted, promulgated or issued or deemed applicable to the satisfaction Merger by any federal or state government or governmental agency or instrumentality or court, which would prohibit Purchaser's ownership or operation of all or a material portion of the conditions in Company's business or assets, whether immediately at the foregoing subsections;Effective Time or as of some future date, whether specified or to be specified, or would compel Purchaser to dispose of or hold separate all or a material portion of the Company's business or assets, whether immediately at the Effective Time or as of some future date, whether specified or to be specified as a result of this Agreement, or which would render Purchaser or the Company unable to consummate the transactions contemplated by this Agreement. (d) Seller must have delivered to Purchaser To the extent any material lease, license, loan or financing agreement or other specified persons contract or agreement to which the documentsCompany or any Company Subsidiary, instrumentsas the case may be, certificates and is a party requires the consent of, waiver from, or notice to, the other items required to be delivered party thereto as a result of the transactions contemplated by Seller pursuant to section 5.3;this Agreement, such consent, waiver or notice shall have been obtained or given. (e) There must not Purchaser shall have received a certificate signed by the President and Chief Executive Officer of the Company, in his capacity as such, dated as of the Effective Time, certifying that based upon his knowledge, the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (f) Neither the Company nor any Company Subsidiary shall be made a party to, or to the knowledge of the Company, threatened by, any actions, suits, proceedings, litigation or legal proceedings which, if adversely determined, would, in effect any temporary restraining orderthe reasonable opinion of Purchaser, preliminary have a Material Adverse Effect on the Company. No action, suit, proceeding or permanent injunctionclaim shall have been instituted, stay made or other order issued threatened by any Governmental Authority preventing person relating to the Merger or the validity or propriety of the transactions contemplated by this Agreement or the Bank Merger Agreement which would make consummation of the Merger inadvisable in the reasonable opinion of Purchaser. (g) The Bank Merger Agreement shall have been duly authorized and approved by the Company and the Bank and the other terms and conditions of the Bank Merger Agreement shall have been satisfied so as to permit the Bank Merger to be consummated as contemplated thereby. (h) If requested by Purchaser, the Company shall have caused to be delivered to Purchaser letters from the Company's independent public accountants, Crowe, Chizek and Company LLP, dated the date on which the Registratxxx Xtaxxxxxx shall become effective, and dated the Effective Time, and addressed to Purchaser and the Company, with respect to the Company's consolidated financial position and results of operations, and which describes procedures which shall be consistent with applicable professional standards for "comfort" letters delivered by independent accountants in connection with comparable transactions. (i) All action required to be taken by or on the part of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby to occur at shall have been duly and validly taken by the Closing; andBoard of Directors and the stockholders of the Company, and Purchaser shall have received certified copies of the resolutions evidencing such authorization. (fj) No law must If requested by Purchaser, the Company shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal procured and delivered to Purchaser the consummation resignations of each of the transactions directors and executive officers of the Company and the Company Subsidiaries in form and substance reasonably acceptable to Purchaser (none of which resignations shall prejudice or limit any rights such persons would otherwise have). (k) Purchaser shall have received an opinion of Luse, Gorman, Pomerenk & Schick PC, counsel for the Company, substantially in the xxxx xx Exhxxxx X hereto. (l) The Purchaser shall have received the Tax Opinion (as contemplated herebyin Section 5.12 above).

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at purchase of the Closing are Operating Company Interests is subject to the satisfaction (or waiver by Purchaser, as applicable) at or prior to the Closing of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of the Company and the Operating Company contained in Article III and of each Seller contained in this agreement must Article IV shall be true and correct when made and at and as of the Closing as if made at and as of the Closing (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and correct as of such date or with respect to such period), except where the failure of such representations or warranties to be true and correct (without giving effect to any “materiality” or “Company Material Adverse Effect”) qualifiers set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 3.03, 3.04, 4.02 and 4.03 and the representations and the warranties set forth in the second sentence of Section 3.08(a) shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement at and as of the Closing Date as though if made on at and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)Closing; (b) Seller must Sellers, the Company and the Company Subsidiaries shall have performed in all material respects all of his obligations hereunder required by this agreement to be performed by him on them at or before prior to the Closing DateClosing; (c) Seller must the Company and the Operating Company shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated as of the Closing Date and signed by Seller, as to their compliance with the satisfaction conditions set forth in paragraphs (a) (with respect to their representations contained in Article III) and (b) of this Section 7.02 and each Seller shall have delivered to Purchaser a certificate (dated as of the Closing Date) as to their compliance with the conditions set forth in the foregoing subsectionsparagraphs (a) (with respect to its representations contained in Article IV) and (b) of this Section 7.02; (d) Seller must no Company Option shall have delivered to Purchaser or other specified persons been exercised after the documents, instruments, certificates date of this Agreement and other items required to be delivered all Company Options shall have been cancelled by Seller pursuant to section 5.3the Company as of the Closing; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation Operating Company Indenture shall have been covenant defeased pursuant to Article IX of the transactions contemplated hereby Operating Company Indenture in accordance with Section 6.10 (unless the failure to occur at satisfy this condition is as a result of the Closingfailure by HPT to make the Covenant Defeasance Loan, unless HPT is not otherwise then required to make such loan under the HPT Purchase Agreement); (f) the trustee under the 2014 Indenture shall have acknowledged in writing the satisfaction and discharge of the Issuers’ (as defined in the 0000 Xxxxxxxxx) obligations under the 2014 Notes and the 2014 Indenture, except as provided in the last paragraph of Section 9.1 of the 2014 Indenture (unless the failure to satisfy this condition is as a result of the failure by HPT to make the 2014 Prepayment Loan, unless HPT is not otherwise then required to make such loan under the HPT Purchase Agreement); (g) the Credit Facility shall have been prepaid in full and all commitments thereunder terminated (unless failure to meet this condition is as a result of the failure by HPT to make the Credit Facility Loan or Purchaser to make the Letters of Credit Loan, unless HPT is not otherwise then required to make the Credit Facility Loan under the HPT Purchase Agreement); (h) the officers and directors of the Operating Company and each of its Subsidiaries shall have resigned in their capacity as such (provided except with respect to a member of the Xxxxxxxx Group, such resignation shall not affect any rights a Person has as an employee (including under any Transaction Bonus Agreement or Employee Plan as then in effect)) and all employment agreements with any member of the Xxxxxxxx Group shall have been terminated; (i) each Seller shall have delivered an Assignment of Interest in the form of Exhibit C to Purchaser and each general partner of the Operating Company shall have withdrawn as a general partner and a Person designated by Purchaser shall have been admitted to the Operating Company as its sole general partner; (j) each member of the Xxxxxxxx Group shall have executed and delivered a Non-Competition Agreement in the form of Exhibit D, each party to the Transition Services Agreement other than Purchaser shall have executed and delivered the Transition Services Agreement and Xpert Transportation, Inc. shall have executed and delivered the Fuel Transportation Agreement; (k) the Sellers Representative shall have executed and delivered the Escrow Agreement; and (fl) No law must have been enacted, issued, enforced, entered, or promulgated each condition to the HPT Closing under the HPT Purchase Agreement (other than the condition that prohibits or makes illegal the consummation of the transactions contemplated herebyby this Agreement shall have closed or any conditions that by their terms cannot be satisfied until the closing of such transactions) have been satisfied or waived by the party entitled thereto and the HPT Closing will occur on the same day as the Closing.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following additional conditions, unless waived in whole or in part in writing by Purchaser: : (ai) The representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as each of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty Seller Parties shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his its obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; ; (cii) the representations and warranties of Seller must have Parties contained in this Agreement, each Transaction Agreement, as the case may be, and in any certificate or other writing delivered to Purchaser a certificate in form by such parties pursuant hereto (A) that are qualified by Material Adverse Effect or other concept of materiality shall be true at and substance satisfactory to Purchaser, dated as of the Closing Date as if made at and as of such date, and (B) that are not qualified by Material Adverse Effect or other concept of materiality shall be true in all material respects at and as of the Closing Date as if made at and as of such date except where the failure of such representations and warranties to be true and correct could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the ability of Seller Parties to consummate the Transactions; (iii) Purchaser shall have received a certificate from each Seller Party signed by Seller, an authorized officer of such Seller Party as to the satisfaction of the conditions set forth in the foregoing subsections; immediately preceding clauses (di) Seller must and (ii); (iv) the Company and its Subsidiaries shall have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items performed in all material respects all of their respective obligations hereunder required to be delivered performed by Seller pursuant the Company and its Subsidiaries prior to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (fv) No law must the representation and warranty of the Company made in Section 5.08(a) shall be true and correct as of the date of this Agreement and as of the Closing Date; (vi) the representations and warranties of the Company in this Agreement, other than Section 5.08(a), disregarding all qualifications and exceptions contained therein as to Company Material Adverse Effect or other concept of materiality shall be true and correct as of the date of this Agreement and as of the Closing Date, except where the failure of such representations and warranties to be true and correct could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (vii) Purchaser shall have received a certificate from the Company signed by the President of the Company as to the satisfaction of the conditions set forth in the immediately preceding clauses (iv), (v) and (vi); (viii) the letter agreement attached hereto as Exhibit F shall have been enactedexecuted and delivered by the parties named therein; and (ix) if Liberty is Purchaser, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of Company and Comcast shall have entered into the transactions contemplated herebyProposed Comcast Affiliation Agreement.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction (or waiver by Purchaser) of each the following further conditions, unless waived in whole or in part in writing by Purchaser: (a) The the representations and warranties of Seller in this agreement must shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and accurate as of the Closing Date as though if made on at and as of the Closing Date such time (except for any representation or warranty other than those representations and warranties that is limited to an earlier date, in which case such representation or warranty shall have been true and correct address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate as of such earlier datedate or with respect to such period), except where the failure of such representations and warranties to be so true and accurate would not have a Business Material Adverse Effect (it being understood that, for purposes of determining the accuracy of representations and warranties, (i) for purpose of this Section 5.2(a) all "Business Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement and which is objected to by Purchaser pursuant to Section 4.6 shall be disregarded); (b) Seller must shall have performed in all material respects all of his its obligations hereunder required by this agreement to be performed by him on it at or before prior to the Closing Date; (c) Seller must Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchasersigned by an officer of each Seller, dated as of the Closing Date and signed by SellerDate, as to the satisfaction of effect that the conditions set forth in the foregoing subsectionsSection 5.2(a) and Section 5.2(b) have been satisfied; (d) Seller must Purchaser shall have delivered received the proceeds of the financing arrangements contemplated by the Commitment Letter (taking into account any adjustments contemplated by the fee letter with respect thereto) or other financing on terms and conditions no less favorable in any material respect to Purchaser or other specified persons than those contained in the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3Commitment Letter (taking into account any adjustments contained in the fee letter with respect thereto); (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing Seller shall have executed and delivered the consummation Bill of Sale; 42 (f) Seller shall have executed and delivered the transactions contemplated hereby to occur at Transitional Services Agreement; (g) Seller shall have executed and delivered the ClosingReal Property Lease Assignment and Assumption Agreement; (h) Seller shall have executed and delivered the Supply Agreement; and (fi) No law must Seller shall have been enactedexecuted and delivered a certificate of non-foreign status for each of WKI Holding Company, issuedInc. and World Kitchen, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.Inc.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Pfizer shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and the representations and warranties of Seller Pfizer contained herein (without regard to any materiality exception or qualification set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Sellerand warranty) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct when made and shall be true and correct as of the Closing, as if made as of the Closing, except for (i) changes directly resulting from or permitted by this Agreement or attributable to matters disclosed by Pfizer in the Schedules hereto, (ii) those representations and warranties that address matters as of a particular date, which need be true only as of such earlier date); , and (biii) Seller must changes that would not, individually or in 53 the aggregate, have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must a Material Adverse Effect. Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaserof Pfizer, dated as of the Closing Date and signed by Selleran officer of Pfizer, certifying as to the satisfaction fulfillment of the conditions foregoing; (b) Pfizer shall have made or caused to be made delivery to the Purchaser of the items required by Section 3.1(b); (c) Purchaser shall have received funds pursuant to the credit facilities provided for in the foregoing subsections;commitment letter, dated as of the date hereof, between Purchaser and Xxxxxxx Sachs Credit Partners L.P., a copy of which has been furnished to Pfizer (the "Goldman Commitment Letter"); and (d) Seller must Pfizer shall have delivered to Purchaser or other specified persons performed such obligations under the documentsConnecticut Transfer Act, instruments, certificates ISRA and other items similar Environmental Laws required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of consummate lawfully the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyby this Agreement.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and shall have complied in all material respects with each covenant to be performed and complied with hereunder at or before the Closing (other than Seller’s covenants with respect to delivery of documents at the Closing which shall be performed in all respects); provided, however, that those agreements, obligations and covenants which are qualified by materiality or absence of Material Adverse Effect shall have been complied with in all respects; (b) the representations and warranties of Seller contained herein that are qualified by materiality limitations shall be true and correct and those that are not qualified by materiality limitations shall be true and correct in this agreement must all material respects, in each case as of the time of Closing with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, except those representations and warranties that address matters only as of a particular date which, if qualified by materiality limitations, shall be true and correct and, if not qualified by materiality limitations, shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaser, dated notification from the Closing Date and signed by Seller, as to the satisfaction Office of the conditions Inspector General of the Department of Health and Human Services that confirms, in substance, that the foregoing subsectionstransactions contemplated by this Agreement are in compliance with the Corporate Integrity Agreement; (d) Seller must Purchaser shall have delivered received a certificate of Seller, dated as of the Closing Date and validly executed by an officer of Seller, certifying as to Purchaser or other specified persons the documentsfulfillment of the matters set forth in paragraphs (a), instruments, certificates (b) and other items required to be delivered by Seller pursuant to section 5.3;(c) of this Section 4.2; and (e) There must not Seller shall have made or caused to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation made delivery to Purchaser of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyitems required by Section 3.1(b).

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Pfizer shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and the representations and warranties of Seller in this agreement must be true and correct in all material respects (provided that any representation or warranty Pfizer contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct when made and shall be true and correct as of the Closing, as if made as of the Closing (except for (i) changes contemplated or permitted by this Agreement or attributable to matters disclosed by Pfizer in the Schedules hereto; (ii) breaches of representations and warranties that would not, individually or in the aggregate, have a Material Adverse Effect (provided, however, that for purposes of determining a breach of an individual representation or warranty under this clause (ii), if any such representation or warranty is qualified in any respect by the words “Material Adverse Effect”, such qualification will be ignored); and (iii) those representations and warranties that address matters as of a particular date, which, subject to clause (ii) above, need be true only as of such earlier date); (b) Seller must . Purchaser shall have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaserof Pfizer, dated as of the Closing Date and signed by Selleran officer of Pfizer, certifying as to the satisfaction fulfillment of the conditions in the foregoing subsections;foregoing. (db) Seller must Since December 31, 2001, a Material Adverse Effect shall not have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3;occurred. (ec) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing Purchaser shall have received the consummation required approval of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of its shareholders for the transactions contemplated hereby. (d) Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, appropriate approvals, consents or waivers for the transactions contemplated hereby from the persons and Governmental Authorities listed in Schedule 4.2(d). (e) Pfizer shall have delivered or caused to be delivered, in the case of a Stock Selling Corporation that is a U.S. person, a certificate for each such Stock Selling Corporation (which complies with Section 1445 of the Code) of non-foreign status, and, in the case of a Stock Selling Corporation that is not a U.S. person, a certificate for each such Stock Selling Corporation stating that none of the Conveyed Companies conveyed by such Stock Selling Corporation is a U.S. real property holding corporation within the meaning of section 897 of the Code, in each case the certificate executed in accordance with the provisions of the Foreign Investment in Real Property Tax Act. (f) Pfizer shall have made or caused to be made delivery to Purchaser of the items required by Section 3.1(b). Back to Contents

Conditions to the Obligations of Purchaser. The obligations of Purchaser to purchase the Member Interest and to consummate the other transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction of each fulfillment at or prior to the following conditions, unless waived in whole Closing Date (or in part the waiver in writing by Purchaser) of the following conditions: (a) Any waiting period (and any extension thereof) applicable to the consummation of the transaction under the HSR Act shall have expired or been terminated; (b) No United States or state governmental authority or other agency or commission or United States or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the acquisition of the Member Interest by Purchaser illegal or otherwise preventing or prohibiting consummation of the transactions contemplated by this Agreement; (c) Seller shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Seller on or prior to the Closing Date; (d) The representations and warranties of Seller contained in this agreement must Agreement or in any certificate or document delivered to Purchaser pursuant hereto shall be true and correct on the date hereof and shall be deemed to have been made again on the Closing Date and speak as of the Closing and shall then also be true and correct in all material respects (provided that respects, subject to any representation changes and exceptions thereto which are contemplated in this Agreement or warranty contained herein that is qualified consented to in writing by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement to be performed by him on or before the Closing Date; (c) Seller must have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections; (d) Seller must have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation The gross profit of the transactions contemplated hereby Company for the trailing 12 month period ended September 30, 1999, shall be not less than $120,230,000, the gallons of propane sold by the Company during such period shall be not less than 279,348,000, the Company's payroll costs/personnel expenses during such period shall be not greater than $51,172,000; (f) Purchaser shall have received a certificate from an authorized officer of Seller, dated the Closing Date, to occur the effect that the conditions set forth in Sections 5.1(c), (d) and (e) have been satisfied by Seller; (g) Seller shall have delivered, or caused to be delivered, to Purchaser at the Closing, those items described in Section 1.7(a); and (fh) No law must Since September 30, 1999, no Material Adverse Effect shall have been enactedoccurred and be continuing with respect to the Company resulting in a reduction in value of the Company in excess of $10,000,000. As used in this Section, issued, enforced, entered"Material Adverse Effect" as applied to any person or entity means any material adverse change in, or promulgated effect on the business, assets, financial condition or results of operations of such person or entity, taken as a whole, provided that prohibits any such effect resulting from (i) any change in economic conditions generally or makes illegal in the consummation industries in which such person or entity operates, (ii) any resignation, retirement or termination of the transactions contemplated herebyemployees and effects thereof or (iii) any actions to be taken pursuant to this Agreement shall not be considered when determining whether a Material Adverse Effect has occurred.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are Transactions is subject to the satisfaction fulfillment on or prior the Closing Date of each the following conditions, unless waived in whole or in part in writing by Purchaser: (a) The each of the representations and warranties of Seller Sellers contained in this agreement must Article 3 hereof shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date with the same effect as though made on at and as of the Closing Date such date (except for any representation or warranty that is limited to an earlier date(i) Fundamental Representations, in which case such representation or warranty shall have been be true and correct in all respects, (ii) those representations and warranties that are qualified by materiality, which shall be true and correct in all respects and (iii) those representations and warranties that address matters only as of such earlier a specified date, which shall be true and correct in all respects as of that specified date); (b) Seller must Sellers shall have performed and complied with in all material respects all each of his obligations the covenants and agreements required by this agreement to be performed by him on it under this Agreement at or before prior to the Closing DateClosing; (c) Seller must Sellers shall have delivered to Purchaser a certificate the items set forth in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsectionsSection 2.2(a); (d) Seller must the Company shall have delivered to Purchaser or other specified persons received all required consents, authorizations, orders and approvals from any Governmental Entities required for the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3consummation of the Transactions; (e) There must not be in effect no Law shall have been enacted which would make consummation of the Transactions illegal, nor any temporary restraining orderjudgment, preliminary decree or permanent injunction, stay Order shall have been entered which would prevent the performance of this Agreement or other order issued by any Governmental Authority preventing the consummation of any of the Transactions, declare unlawful the Transactions or cause such transactions contemplated hereby to occur at the Closingbe rescinded; and (f) No law must there shall not have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal a Material Adverse Effect since the consummation of the transactions contemplated herebydate hereof.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at proceed with the Closing are is subject to the satisfaction on or prior to the Closing Date of each the following further conditions, unless waived any one or more of which may be waived, in whole or in part in writing part, by Purchaser: (a) The each Seller shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date except where the failure to perform would not in the aggregate have a Material Adverse Effect; (b) the representations and warranties of each Seller contained in this agreement must Agreement (without regard to Material Adverse Effect or similar qualifiers) shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to the extent such representations and warranties expressly relate to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Seller must have performed in all material respects all of his obligations required by this agreement , except for failures to be performed by him on true and correct that have not, individually or before in the Closing Dateaggregate, have resulted in a Material Adverse Effect; (c) Seller must Purchaser shall have delivered to Purchaser received a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction on behalf of each Seller indicating that the conditions provided in the foregoing subsectionsSection 7.02(a) and Section 7.02(b) have been satisfied; (d) Seller must the Purchaser Governmental Approvals shall have delivered been obtained and shall be in form and substance reasonably satisfactory to the Purchaser (such governmental approvals shall be deemed reasonably satisfactory if Purchaser is not subject to any conditions or other specified persons restrictions which are materially more burdensome than those proposed in the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3respective applications for such governmental approvals); (e) There must not the Purchaser’s receipt of deliveries to be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued made by any Governmental Authority preventing the consummation each Seller under Section 2.04; (f) all of the transactions contemplated hereby conditions to occur at OMPA’s and GRDA’s obligations under the ClosingAsset Purchase Agreement shall have been satisfied or waived; and (fg) No law must Purchaser shall have been enacted, issued, enforced, entered, or promulgated received evidence satisfactory to Purchaser that prohibits or makes illegal OMPA and GRDA shall have deposited their respective purchase price amounts under the consummation Asset Purchase Agreement in an escrow account for the benefit of the transactions contemplated herebyPurchaser.

Conditions to the Obligations of Purchaser. The obligations obligation of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are by this Agreement shall be subject to the satisfaction satisfaction, or the written waiver (to the extent permitted by Law) by Purchaser, at or prior to the Closing, of each of the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The representations and warranties of Seller Parent contained in this agreement must Article IV (other than as set forth in the following sentence) shall be true and correct in all material respects (provided that without giving effect to any representation “materiality” or warranty contained herein that is qualified by a materiality Material Adverse Effect or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Sellersimilar qualifiers therein) as of the date of this agreement and as of the Closing Date as though made on the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except to the extent where failures to be true and correct do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The representations and warranties of Seller Parent set forth in (i) Section 4.7(a) shall be true and correct in all respects and (ii) Section 4.1, Section 4.2, Section 4.3(b) and Section 4.15 shall be true and correct in all material respects, in each of clause (i) and (ii), as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date);though made on the Closing Date. (b) Seller must Parent shall have performed and complied in all material respects with all of his obligations and covenants required by this agreement Agreement to be performed or complied with by him Seller Parent on or before prior to the Closing Date;Closing. (c) Since the date hereof there shall not have occurred any event, circumstance, development, state of facts, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Seller must Parent shall have delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as a duly authorized officer of Seller Parent to the satisfaction of effect that the conditions set forth in the foregoing subsections; (dSections 8.2(a) Seller must and 8.2(b) have delivered to Purchaser or other specified persons the documents, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3;been satisfied. (e) There must not Seller Parent shall have made, or caused to be in effect any temporary restraining ordermade, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation delivery to Purchaser of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyitems required under Section 3.1(b).

Conditions to the Obligations of Purchaser. The obligations obligation of ------------------------------------------ Purchaser to consummate the transactions contemplated hereby to occur at the Closing are Transaction shall be subject to the satisfaction satisfaction, or the waiver thereof by Purchaser, of each the following conditions, unless waived in whole or in part in writing by Purchaserconditions precedent: (a) The Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Pre-Closing Date, and the representations and warranties of Seller contained herein shall have been true and correct in this agreement must all material respects when made and shall be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification will not be so qualified for purposes of determining the existence of any breach thereof by Seller) as of the date Pre-Closing Date. Purchaser shall have received a certificate of this agreement and Seller, dated as of the Pre-Closing Date and signed by a senior officer of Seller (but without personal liability to such officer), certifying as though made on and as to the fulfillment of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date)foregoing; (b) Seller must the Co-Operation Agreement shall have performed in all material respects all of his obligations required been executed by this agreement the parties thereto and delivered to be performed by him on or before the Closing DatePurchaser; (c) Seller must the Integrated i-mode Service Package Agreement ("i-mode ------ Agreement") between the Purchaser and SMART Communications, Inc. shall have duly --------- executed, effectuated and delivered to Purchaser a certificate in form and substance satisfactory to Purchaser, dated the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;each other; and (d) Seller must have delivered the receipt of all necessary consents and waivers in writing from all current creditors of PLDT to Purchaser or other specified persons consummate the documentsTransaction, instruments, certificates and other items required to be delivered by Seller pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated herebyif any.

Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate effect the transactions contemplated hereby to occur at the Closing are Contemplated Transactions shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, conditions unless waived in whole or in part in writing by Purchaser: (a) The Each of the representations and warranties of Seller the Company set forth in Section 3 that is not qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all material respects, without regard to whether the Company has, had or hereafter acquires Knowledge that any such representation or warranty is not true or correct, as of the date hereof and as of the Closing Date, as though made again on the Closing Date (except to the extent such representations and warranties expressly relate to a specific date other than the date of this agreement must Agreement, in which case such representations and warranties shall be true and correct in all material respects (provided as of such date); provided, that any no representation or warranty contained herein shall fail to be true and correct in all material respects for the purposes of this Section 6.3.1, solely as a result of changes in the Business, the assets or the Liabilities of the Company which are expressly required, permitted or contemplated by this Agreement, and (b) each of the representations and warranties of the Company set forth in Section 3 that is qualified by a materiality "materiality" or material adverse effect qualification will "Material Adverse Effect" shall be true and correct in all respects, without regard to whether the Company has, had or hereafter acquires Knowledge that any such representation or warranty is not be so qualified for purposes of determining the existence of any breach thereof by Seller) true or correct, as of the date of this agreement hereof and as of the Closing Date Date, as though made again on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, the extent such representations and warranties expressly relate to a specific date other than the date of this Agreement in which case such representations and warranties shall be true and correct in all respects as of such date); provided, that no representation or warranty shall have been fail to be true and correct only for the purposes of this Section 6.3.1 solely as a result of such earlier date);changes in the Business, the assets or the Liabilities of the Company which are expressly required, permitted or contemplated by this Agreement. (b) Seller must 6.3.2. The Company shall have performed in all material respects all of his obligations covenants and agreements required by this agreement to be performed by him on it under this Agreement at or before prior to the Closing Date;. 6.3.3. The required consents and approvals identified or required to be identified on Schedules 3.3, 3.4.2 and 3.6 shall have been obtained, in form and substance and otherwise reasonably satisfactory to Purchaser, without any conditions (c) Seller must on the Company, Purchaser or any of their Affiliates), changes, modifications, or additions to the underlying Assumed Contract or Governmental Authorization for which consent or approval was sought other than those of an immaterial or ministerial nature and, with respect to the consents and approvals relating to the Governmental and Non-Governmental Authorizations listed on Schedule 3.6, attached hereto, Purchaser shall be reasonably satisfied that such authorizations shall not be impaired by the consummation of the Contemplated Transactions or the ownership of the Assets or operation of the Business by Purchaser following the Closing. 6.3.4. Between the date of this Agreement and the Closing Date, no Material Adverse Effect shall have occurred. 6.3.5. The Company shall have delivered to Purchaser a certificate in form satisfactory evidence that any and substance satisfactory to Purchaser, dated all Encumbrances affecting the Closing Date and signed by Seller, as to the satisfaction of the conditions in the foregoing subsections;Assets (other than Assumed Liabilities) have been released. (d) Seller must have delivered to Purchaser or other specified persons the 6.3.6. The documents, instrumentscertificates, certificates instruments and other items opinions required to be delivered by Seller or caused to be delivered at the Closing pursuant to section 5.3; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing; and (f) No law must Section 7.2 shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal delivered. 6.3.7. The USBC Order shall have been entered by the consummation of the transactions contemplated herebyUSBC and shall have become a final and non-appealable Order.