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

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of the Seller set forth in Article III hereof (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and (b) the Seller shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing.

Conditions to the Obligations of the Investor. The obligations of the Investor Investors to effect the Closing are further shall be subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) The 10b-5 Representation shall be true and correct in all respects (iA) in the case of the Registration Statement and any post-effective amendments thereto, at the respective times referred to in Section 2.1(c), and in the case of the Prospectus, as of its date, and (B) as of the Closing Date, except that in the case of this clause (B) all references to any time period or date referred to in Section 2.1(c) shall be deemed to be references to the Closing Date. All other representations and warranties of the Seller set forth Company contained in Article III hereof this Agreement (other than the Fundamental Representationsi) that are qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or and warranty expressly speaks to as of an earlier date, in which case such representation or and warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, ) and (ii) the Fundamental Representations that are not qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at as of the date hereof and as of the Closing Date, with the same force and effect as if made on the Closing Date, Date (except to the extent that any such representations representation and warranties warranty expressly relate to speaks as of an earlier date (date, in which case such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (b) the Seller Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing; (c) the Investors shall have received a certificate, signed by an officer of the Company, certifying as to the matters set forth in Sections 6.3(a) and 6.3(b); (d) since the date of this Agreement, there shall not have been any Material Adverse Effect or any effect that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; (e) the shares of Common Stock to be issued in the Rights Offering shall be approved for listing on the NASDAQ; (f) the Company shall have executed the Stockholders Agreement; (g) Xxxxxxx Xxxxxxx, the Chairman and Chief Executive Officer of the Company and Xxxxx Xxxxx, the Vice Chairman and President of the Company, each shall have acquired from the Company, in a transaction exempt from registration under the Securities Act, a number of shares of Common Stock equal to the product of (i)(A) 15,797,788 divided by (B) the number of shares of Common Stock outstanding on the Record Date, times (ii) the number of shares of Common Stock owned by him on the Record Date at the Rights Subscription Price (the “Management Shares”); (h) The Board shall have taken all requisite action to grant the Investors an exemption from the ownership limitations contained in the Company’s articles of restatement; (i) the Investors shall have received signed opinions, dated as of the Closing Date, of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, substantially in the forms set forth on Schedule 6.3(j); (j) The Company shall have paid all fees and expenses payable to the Investors pursuant to Section 10.7; (k) The Investors shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in the State of Maryland, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction; (l) Except to the extent approved in advance in writing by the Investor, the Company shall not have any Indebtedness in excess of the amounts set forth in the Form 10-Q, except as may be incurred pursuant to Section 7.12; (m) The Common Stock (i) shall be designated for quotation or listed on the NASDAQ and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the NASDAQ from trading on the NASDAQ nor shall suspension by the SEC or the NASDAQ have been threatened, as of the Closing Date, either (A) in writing by the SEC or the NASDAQ or (B) by falling below the minimum listing maintenance requirements of the NASDAQ; and (n) The Board shall have adopted the policy set forth on Annex V and such policy shall remain in full force and effect and shall not have been rescinded or amended.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing Transactions are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) (iother than the representations and warranties listed in Section 6.03(b) and Section 6.03(c), the representations and warranties of the Seller Company set forth in Article III hereof (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and ; (iib) the Fundamental Representations shall be true representations and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” warranties set forth in such representations Section 3.03(a), and warranties) in all material respects at and as of the Closing DateSection 3.06, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (bc) the Seller representations and warranties set forth in Section 3.02(a), Section 3.02(b), and Section 3.02(c) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date (in each case (A) without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties and (B) except (1) for any de minimis inaccuracies in such representations and warranties and (2) to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); (d) the Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing; (e) since December 31, 2018, there shall not have occurred any Material Adverse Effect; (f) the Company shall not have entered into an Alternative Acquisition Transaction Agreement; (g) on or prior to the Closing Date, the Company shall have (i) duly executed and delivered to the Investor the Investor Rights Agreement, which shall be in full force and effect, and (ii) taken all actions necessary and appropriate to cause to be elected to the Board, effective no later than immediately upon the Closing, the initial Nominee (as defined in the Investor Rights Agreement); (h) each of the Framework Agreement, the Holdings Agreement, and the Development Agreement shall be in full force and effect; (i) on or prior to the Closing Date, the Company (or, if applicable, one of its Affiliates) shall have duly executed and delivered to the Company the Super Master Agent Agreement, the Stockholder Agreement, and the Registration Rights Agreement, each of which shall be in full force; (j) Investor shall have received evidence that any shares of Common Stock issuable upon conversion of the Preferred Shares at the Conversion Price (as defined in the Certificate of Designations) specified in the Certificate of Designations (after giving effect to any adjustment thereto in accordance with Section 5.06 hereof) shall have been approved for listing on NYSE, subject to official notice of issuance; and (k) Investor shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in Section 6.03(a) through (e) have been satisfied.

Conditions to the Obligations of the Investor. The obligations obligation of the Investor to effect each Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to each Closing Date of the conditions set forth in clauses (a) through (g) of this Section 6.03; provided, that the obligation of the Investor to effect the Second Closing are shall be further subject to the satisfaction (or (to the extent permitted by waiver, if permissible under applicable Law) waiver by the Investor on or prior to the Second Closing Date of the following conditionsconditions set forth in clauses (h) through (j) of this Section 6.03: (a) (i) the representations and warranties of the Seller Company (i) set forth in Article III Sections 3.01, 3.02, 3.03(a), 3.11, 3.12 and 3.17) (the “Fundamental Representations”) shall be true and correct in all material respects as of the date hereof and as of the applicable Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); (ii) set forth in Section 3.06 shall be true and correct in all respects as of the date hereof and as of the Closing Date with the same effect as though made as of the Closing Date, and (iii) set forth in this Agreement, other than those listed in the Fundamental Representationsimmediately preceding clauses (i) and (ii) shall be true and correct (without giving effect to any limitation disregarding all qualifications or qualification limitations as to “materiality” or ”, “Material Adverse Effect” and words of similar import set forth in such representations and warrantiestherein) as of the Closing Date with the same effect as though made as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to expressly made as of an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (b) the Seller Company shall have complied with or performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be complied with or performed by it pursuant to this Agreement at or prior to each Closing; (c) no Material Adverse Effect shall have occurred since the date of this Agreement; (d) the Investor shall have received a certificate, signed on behalf of the Company by an executive officer thereof, certifying that the conditions set forth in Section 6.03(a) - (c) have been satisfied; (e) the Board shall have taken all actions necessary and appropriate to cause to be elected to the Board, effective immediately upon the First Closing, the Initial Investor Director Designee; (f) there shall have been neither any public announcement by the Company with respect to a determination not to effect the Spin-Off, nor shall the Board have modified or amended its resolution in a manner such that the Spin-Off would no longer reasonably be expected to occur; (g) any shares of Common Stock issuable upon conversion of the Preferred Stock (other than any additional shares of Preferred Stock that may be issued as dividends payable in kind) at the Conversion Price specified in the Certificates of Designation as in effect on the date hereof shall have been approved for listing on the NASDAQ, subject to official notice of issuance; (h) the Tax Opinion shall have been delivered to the M&A Committee and the Board; (i) the Spin-Off shall have been consummated; and (j) the Observed EV (as finally determined pursuant to Section 2.04) shall be equal to, or greater than, the Minimum EV.

Conditions to the Obligations of the Investor. The obligations of the Investor Investors to effect the Closing are further shall be subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) The 10b-5 Representation shall be true and correct in all respects (iA) in the case of the Registration Statement and any post-effective amendments thereto, at the respective times referred to in Section 2.1(c), and in the case of the Prospectus, as of its date, and (B) as of the Closing Date, except that in the case of this clause (B) all references to any time period or date referred to in Section 2.1(c) shall be deemed to be references to the Closing Date. All other representations and warranties of the Seller set forth Company contained in Article III hereof this Agreement (other than the Fundamental Representationsi) that are qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement hereof and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or and warranty expressly speaks to as of an earlier date, in which case such representation or and warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, ) and (ii) the Fundamental Representations that are not qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at as of the date hereof and as of the Closing Date, with the same force and effect as if made on the Closing Date, Date (except to the extent that any such representations representation and warranties warranty expressly relate to speaks as of an earlier date (date, in which case such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (b) the Seller Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing; (c) the Investors shall have received a certificate, signed by an officer of the Company, certifying as to the matters set forth in Sections 6.3(a) and 6.3(b); (d) since the date of this Agreement, there shall not have been any Material Adverse Effect or any effect that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; (e) the shares of Common Stock to be issued in the Rights Offering shall be approved for listing on the NASDAQ; (f) the Company shall have executed the Stockholders Agreement; (g) Xxxxxxx Xxxxxxx, the Chairman and Chief Executive Officer of the Company and Xxxxx Xxxxx, the Vice Chairman and President of the Company, each shall have acquired from the Company, in a transaction exempt from registration under the Securities Act, a number of shares of Common Stock equal to the product of (i)(A) 15,797,788 divided by (B) the number of shares of Common Stock outstanding on the Record Date, times (ii) the number of shares of Common Stock owned by him on the Record Date at the Rights Subscription Price (the “Management Shares”); (h) The Board shall have taken all requisite action to grant the Investors an exemption from the ownership limitations contained in the Company’s articles of restatement; (i) the Investors shall have received signed opinions, dated as of the Closing Date, of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, substantially in a form reasonably acceptable to the Investors and covering matters customary for transactions contemplated by this Agreement, including, without limitation, due authorization and delivery, valid private placement, non-contravention and enforceability; (j) The Company shall have paid all fees and expenses payable to the Investors pursuant to Section 10.7; (k) The Investors shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in the State of Maryland, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction; (l) Except to the extent approved in advance in writing by the Investor, the Company shall not have any Indebtedness in excess of the amounts set forth in the Form 10-Q, except as may be incurred pursuant to Section 7.12; (m) The Common Stock (i) shall be designated for quotation or listed on the NASDAQ and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the NASDAQ from trading on the NASDAQ nor shall suspension by the SEC or the NASDAQ have been threatened, as of the Closing Date, either (A) in writing by the SEC or the NASDAQ or (B) by falling below the minimum listing maintenance requirements of the NASDAQ; and (n) The Board shall have adopted the policy set forth on Annex V and such policy shall remain in full force and effect and shall not have been rescinded or amended.

Conditions to the Obligations of the Investor. Each Closing. The obligations of the Investor to effect the each Closing are further shall be subject to the satisfaction fulfillment before that Closing of each of the following conditions (and the Investor may, but is not required to, deem the absence of notification by the Company prior to a Closing that any conditions to that Closing have not been fulfilled to be an assurance that all conditions have been fulfilled): 8.1 any and all consents, permits, approvals, registrations and waivers, in the reasonable opinion of the Investor necessary or (appropriate for the consummation of those Contemplated Transactions that would be consummated at the Closing or the subsequent Repayment, shall have been issued and received, and all of such shall be in full force and effect; 8.2 the Board of Directors of the Company shall have adopted resolutions approving the Transaction Documents and the relevant Contemplated Transactions, to the extent permitted by to which such approval is, in the reasonable opinion of the Investor, or pursuant to any Australian Law) waiver by , required in addition to the Investor on or approval referred to in Section 7.5, prior to the Closing Date consummation of those Contemplated Transactions that, as of the following conditions:date of such Closing, remain to be consummated; (a) (i) 8.3 the representations and warranties of the Seller set forth Company contained in Article III hereof (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); providedthe dates as of which they are made or deemed to be made hereunder; 8.4 the Company shall have performed, or complied in all respects with, all agreements and covenants required by this Agreement to be performed or complied with by the Company as at or at any time prior to the Closing; 8.5 the Investor shall have received all the closing deliveries required in connection with that Closing; 8.6 where a Closing may not be effected under the representations Listing Rules in the absence of a shareholder approval, the Company shall have obtained shareholder approval for the purposes of Listing Rule 7.1 and warranties Section 611 item 7 of the Seller set forth Corporations Act; 8.7 the Company shall have (a) duly issued and Electronically Delivered to the Investor or its designee or nominee the Tranche Repayment Shares issuable to the Investor or its designee or nominee as Repayment of the Prior Tranche pursuant to Section 10.1, and (b) recorded the grant of, and delivered certificates in respect of, the Tranche Options granted to the Investor or its designee or nominee in connection with the Repayment of the Prior Tranche, pursuant to Section 10.4, each in accordance with all the provisions of this Agreement; 8.8 the Company shall have filed with the ASX a Cleansing Statement and Appendix 3B in connection with all of the Tranche Repayment Shares issued as Repayment of the Prior Tranche pursuant to Section 10.1; 8.9 (a) in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as reasonable opinion of the date of this Agreement and as Investor, any offer for sale by the Investor or its designee or nominee of the applicable Closing Date Tranche Repayment Shares issued as though made on repayment of the Prior Tranche pursuant to Section 10.1 shall not have, and as would not, need disclosure under Part 6D.2 of the Corporations Act, (b) the issue of such date Tranche Repayment Shares shall not have resulted in the Company being in breach of the Listing Rules or any other Australian Law, and (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as c) quotation of such earlier date)Tranche Repayment Shares on ASX shall have commenced; and (a) no Event of Default other than a Remediable Event of Default shall have occurred, (b) the Seller no Remediable Event of Default shall have performed occurred and be continuing, and (c) no Event of Default would, in all material respects (other than pursuant to the next paragraph) all reasonable opinion of its obligations hereunder required to be performed by it at or prior to the ClosingInvestor, result from the Closing being effected.

Conditions to the Obligations of the Investor. The obligations of the Investor Investors to effect the Closing Transactions are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor Investors on or prior to before the Closing Date of the following conditions: (a) (i) the representations and warranties of the Seller Company set forth in Article III hereof (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the representations and warranties of the Company set forth in Section 3.06 (Absence of Certain Changes) shall be true and correct in all respects at and as of the Closing Date, (iii) the representations and warranties of the Company set forth in Section 3.01(a) (Organization; Standing) (other than the first sentence thereof), Section 3.02(b) and Section 3.02(c) (Capitalization), Section 3.03(a) and Section 3.03(b) (Authority), Section 3.17 (Sale of Securities), Section 3.18 (No Broker), Section 3.19 (Listing and Maintenance Requirements) and Section 3.21 (No Rights Agreement) (together with the Sections referenced in clause (iv) below, the “Company Fundamental Representations Representations”) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that ) and (iv) the representations and warranties of the Seller Company set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 3.02(a) (Capitalization), Section 3.03(c) and Section 3.03(c3.03(d) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (b) the Seller Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing; (c) the Company shall have (i) duly executed and delivered to the Investors the Series B Investor Rights Agreement and (ii) taken all actions necessary and appropriate to implement the provisions of Section 2.01 of the Series B Investor Rights Agreement and to cause the Board (and each committee of the Board), effective as of the Closing, to be composed as set forth therein; (d) any shares of Common Stock issuable upon conversion of the Preferred Shares at the Conversion Price (as defined in the Series B Certificate of Designations) specified in the Series B Certificate of Designations shall have been approved for listing on NASDAQ, subject to official notice of issuance (e) the Company shall have paid or reimbursed the FP Investors for amounts owed pursuant to Section 5.05 substantially concurrently with the Closing; (f) each Investor shall have received from counsel to the Company an opinion substantially in the form mutually agreed among the parties hereto; and (g) each Investor shall have received a certificate, signed by a duly authorized officer of the Company, certifying as to the matters set forth in Section 6.03(a) and Section 6.03(b).

Conditions to the Obligations of the Investor. The obligations obligation of the --------------------------------------------- Investor to effect consummate the Transactions contemplated to occur at the Closing are shall be further subject to conditioned upon the satisfaction or (to the extent permitted by Law) waiver by the Investor on fulfillment, at or prior to each of the Closing Date Closings, of the following conditions, unless waived by it at or prior to each such Closing: (a) (i) the The representations and warranties of the Seller set forth in Article III hereof (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties Company contained herein shall be true and correct in all material respects as of such earlier date); provided, that the (except for representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing)that are qualified as to materiality, Section 3.02 (Capitalization) and Section 3.03(c) (Authority) which shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth correct), in such representations each case when made and warranties) in all but de minimis respects as of the date of this Agreement at and as of the applicable Closing Date as though (except for representations and warranties made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier a specified date, in which case such representation or warranty shall so be true and correct as of such earlier date); and) with the same force and effect as though made at and as of such time, except for inaccuracies in respect of the representations and warranties set forth in Section 5.3 (disregarding any qualifications as to materiality contained therein) that in the aggregate would not be reasonably expected to have a Material Adverse Effect on the Company or to materially adversely affect the Transactions. (b) the Seller The Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder agreements contained herein or required to be performed by it at or prior to before the Closing. (c) An officer of the Company shall have delivered to the Investor a certificate, dated the applicable Closing Date, certifying as to the fulfillment of the conditions set forth in paragraphs (a) and (b) above. (d) The Investor shall have been furnished with an Opinion of Counsel to the Company dated the applicable Closing Date. (e) All corporate and other proceedings of the Company in connection with the Transactions, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to the Investor, the Company shall have delivered to the Investor all such receipts, documents, instruments and certificates, in form and substance reasonably satisfactory to the Investor, which the Investor shall have reasonably requested in order to consummate the Transactions.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing are shall be further subject to the satisfaction (or (to the extent permitted by waiver, if permissible under applicable Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of the Seller Company set forth in Article III hereof (other than the Fundamental Representations) this Agreement shall be true and correct (without giving effect to any limitation disregarding all qualifications or qualification limitations as to “materiality,” or “Material Adverse Effect” set forth in such representations and warrantieswords of similar import) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent that any such representation or warranty speaks to expressly made as of an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (b) the Seller Company shall have complied with or performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the Purchase and the consummation of the Transactions, all of which shall be in full force and effect; (d) no stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other Governmental Authority with respect to public trading in the Class A Common Stock; (e) the Class A Common Stock shall be listed on the NYSE and the Company shall have applied to cause the shares of Class A Common Stock issuable upon conversion of the Issued Shares to be approved for listing on the NYSE, subject only to official notice of issuance; (f) the Underwriters shall have purchased, immediately prior to the Purchase, the Firm Shares (as defined in the Underwriting Agreement) at the initial public offering price (less any underwriting discounts or commissions); and (g) the Rights Agreement, as amended by the Rights Agreement Amendment, shall be in full force and effect.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Backstop Closing are further and the Preferred Stock Closing shall be subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) (iThe 10b-5 Representation shall be true and correct in all respects as of the Backstop Closing Date or Preferred Stock Closing Date, as the case may be, with all references to any time or date referred to in Section 2.1(c) being deemed to be references to the Backstop Closing Date or Preferred Stock Closing Date, as the case may be. All other representations and warranties of the Seller set forth Company contained in Article III hereof this Agreement (other than the Fundamental Representationsi) that are qualified by materiality, Material Adverse Effect or words of similar import shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement hereof and as of the Backstop Closing Date or Preferred Stock Closing Date, as though made on and as of such date the case may be (except to the extent that any such representation or and warranty expressly speaks to as of an earlier date, in which case such representation or and warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, ) and (ii) the Fundamental Representations that are not qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at as of the date hereof and as of the Backstop Closing Date or Preferred Stock Closing Date, with as the same force and effect as if made on the Closing Date, case may be (except to the extent that any such representations representation and warranties warranty expressly relate to speaks as of an earlier date (date, in which case such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier date); . Notwithstanding the foregoing, the Investor shall not be permitted to invoke the condition set forth in this Section 6.3(a) with respect to any fact or event if prior to such time the Company has given written notice (the “Event Notice”) to the Investor that such event or fact would reasonably be expected to cause the condition set forth in this Section 6.3(a) to not be satisfied, and the Investor has failed to reserve its rights with respect to such fact or event by giving written notice to the Company (the “Reservation Notice”) within ten (10) Business Days after receipt of the Event Notice (such fact or event, a “Waived Fact”), provided, however, that the representations and warranties Investor shall be permitted to invoke any of the Seller conditions set forth in the first sentence of this Section 3.01(a6.3(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving effect with respect to facts or events not contained in any limitation Event Notice or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except with respect to the extent that aggregate effect of any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true Waived Facts and correct as of such earlier date); andany unrelated subsequent non-Waived Facts; (b) the Seller Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it hereunder at or prior to the Backstop Closing or Preferred Stock Closing, as the case may be; (c) with respect to the Backstop Closing only, the conditions set forth in Section 2.2(b) shall have been satisfied; and (d) with respect to the Preferred Stock Closing only, the conditions referenced in Section 3.1(b) shall have been satisfied; (e) the Investor shall have received a certificate, signed by an officer of the Company, certifying as to the matters set forth in Section 6.3(a) and Section 6.3(b); (f) since the date of this Agreement, there shall not have been any Material Adverse Effect or any Effects that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (g) the shares of Common Stock to be issued in the Rights Offering (including pursuant to the Backstop Commitment) and to be issued upon conversion of the Preferred Stock shall have been approved for listing on the NYSE, subject to official notice of issuance; (h) with respect to the Preferred Stock Closing only, the Company shall have filed with the Delaware Secretary of State the Certificate of Designations and the Certificate of Designations shall be effective; (i) the Investor shall have received a registration rights agreement substantially in the form of Annex II hereto, duly executed by the Company (the “Registration Rights Agreement”); (j) with respect to each of the Backstop Closing and the Preferred Stock Closing, such number of Initial Investor Designees as the Investor is entitled to designate pursuant to Section 8.2 based upon the Common Stock of the Company (counting any shares of Preferred Stock on an as converted basis) to be owned by the Investor 13(d) Group after the Backstop Closing or Preferred Stock Closing, as applicable, shall have been appointed to the Board, and the Company shall have entered into customary indemnification agreements with such Initial Investor Designees at or prior to their appointment; (k) The Company’s auditors shall have delivered to the Board a comfort letter (addressed to the Board) in the form customarily delivered to dealer managers of registered rights offerings, with respect to the Registration Statement and the Prospectus Supplement; and (l) the Investor shall have received a legal opinion of Xxxxxxx Xxxxx LLP, special counsel for the Company, substantially in the form set forth in Annex IV.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing are shall be further subject to the satisfaction (or (to the extent permitted by waiver, if permissible under applicable Law) waiver by the Investor on or prior to the Closing Date of the following conditions: (a) The Acquisition, Debt Financing and Refinancing shall have been consummated or, substantially concurrently with Closing, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement (whether, for the avoidance of doubt, by means of a “Scheme” or a “Takeover Offer” (in either case, as defined in the Acquisition Agreement in effect on the date hereof), and provided that for purposes of the foregoing, an Acquisition effected by means of a Takeover Offer shall be deemed to occur upon the Takeover Offer having been declared or become unconditional in all respects with respect to at least 90% of the Target’s equity interests) or Debt Commitment Letter, as applicable, without giving effect to any modifications, amendments, consents or waivers thereto that, taken together, are material and adverse to the Investor without the prior consent of the Investor (which consent shall not be unreasonably withheld, delayed or conditioned), it being understood that (i) any change to the definition of Company Material Adverse Effect contained in the Acquisition Agreement shall be deemed to be material and adverse to the Investor and (ii) any amendment to the Acquisition Agreement to provide for a Takeover Offer shall not be deemed to be material and adverse to the Investor, provided that any such amendment(s) is in accordance with paragraph 3 of Schedule 1 of the Acquisition Agreement; (b) Since the date of the Acquisition Agreement to the Effective Time (as defined in the Acquisition Agreement), there shall not have occurred any Effect (as defined in the Acquisition Agreement) that has had or is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Acquisition Agreement); (c) the representations and warranties of the Seller Company set forth in Article III hereof (other than the Fundamental Representations) shall be true Sections 3.01, 3.02, 3.03, 3.10, 3.11, 3.12 and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the Fundamental Representations shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties 3.14 shall be true and correct in all material respects as of such earlier date); provided, that the representations and warranties of Closing Date with the Seller set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 (Capitalization) and Section 3.03(c) (Authority) shall be true and correct (without giving same effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects though made as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to expressly made as of an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (bd) the Seller Company shall have complied with or performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (e) the Investor shall have received a certificate, signed on behalf of the Company by an executive officer thereof, certifying that the conditions set forth in Section 6.03(a), 6.03(b) (to the Company’s Knowledge), 6.03(c) and 6.03(d) have been satisfied; (f) the Company shall have duly adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designations, and a certified copy thereof shall have been delivered to the Investor; (g) only to the extent that the Initial Investor Director Designees have been designated at least ten (10) Business Days prior to the Closing, the Board shall have taken all actions necessary and appropriate to cause to be elected or appointed to the Board, effective immediately upon the Closing, the Initial Investor Director Designees; and (h) any shares of Common Stock issuable upon conversion of the Series A Preferred Stock (other than any additional shares of Series A Preferred Stock that may be issued as dividends in kind) at the Conversion Rate specified in the Certificate of Designations as in effect on the date hereof shall have been approved for listing on NASDAQ, subject to official notice of issuance.

Conditions to the Obligations of the Investor. The obligations of the Investor Investors to effect the Closing Transactions are further subject to the satisfaction or (to the extent permitted by Law) waiver by the Investor Investors on or prior to the Closing Date of the following conditions: (a) (i) the representations and warranties of the Seller Company set forth in Article III hereof (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the representations and warranties of the Company set forth in Section 3.06(b) (Absence of Certain Changes) shall be true and correct in all respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, (iii) the representations and warranties of the Company set forth in Section 3.01(a) (Organization; Standing) (other than the first sentence thereof), Section 3.02(b) and Section 3.02(c) (Capitalization), Section 3.03(a) and Section 3.03(b) (Authority), Section 3.17 (Sale of Securities), Section 3.18 (No Broker), Section 3.19 (Listing and Maintenance Requirements) and Section 3.21 (No Rights Agreement) (together with the Sections referenced in clause (iv) below, the “Company Fundamental Representations Representations”) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all material respects at and as of the Closing Date, with the same force and effect as if made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that ) and (iv) the representations and warranties of the Seller Company set forth in the first sentence of Section 3.01(a) (Organization; Standing), Section 3.02 3.02(a) (Capitalization), Section 3.03(c) and Section 3.03(c3.03(d) (Authority) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) in all but de minimis respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date); and; (b) the Seller Company shall have performed in all material respects (other than pursuant to the next paragraph) all of its obligations hereunder required to be performed by it at or prior to the Closing; (c) the Company shall have performed in all respects (other than de minimis actions) its obligations pursuant to Section 5.01(b)(ii) and Section 5.01(b)(iv) (other than repurchases or issuances of a de minimis amount of capital stock); (d) the Company shall have (i) duly executed and delivered to the Investors the Investor Rights Agreement and (ii) taken all actions necessary and appropriate to cause to be elected to the Board, effective no later than immediately upon the Closing, the initial Investor Director Designee (as defined in the Investor Rights Agreement); (e) any shares of Common Stock issuable upon conversion of the Preferred Shares at the Conversion Price (as defined in the Certificate of Designations) specified in the Certificate of Designations (after giving effect to any adjustment thereto in accordance with Section 5.07 hereof) shall have been approved for listing on NASDAQ, subject to official notice of issuance (f) the Company shall have paid or reimbursed the FP Investors for amounts owed pursuant Section 5.10 substantially concurrently with the Closing; (g) each Investor shall have received from counsel to the Company an opinion substantially in the form mutually agreed among the parties hereto; and (h) each Investor shall have received a certificate, signed by a duly authorized officer of the Company, certifying as to the matters set forth in Sections 6.03(a), 6.03(b) and 6.03(c).