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

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closing: (i) Except for the representations and warranties covered by clause (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date).. (b) The Seller Parties shall have performed in all material respects all the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this Agreement.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (ia) Except for the representations and warranties covered by clause (ii) below, each of the representations and warranties Companies set forth in ARTICLE Article 3 and ARTICLE the Sellers and Xxxxxxx Holdings set forth in Article 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) shall will be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and respects as of the Closing Date as though made on and as of the Closing Date Date, except (i) to the extent that the failure of such representations and warranties to be true and correct has not caused a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent in either case that the failure of such representations and warranties speak to have been true and correct as of another datesuch particular date has not caused a Material Adverse Effect)..; (b) The Seller Parties the Sellers, Xxxxxxx Holdings and the Companies shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing., except to the extent that the failure of such covenant to be performed has not caused a Material Adverse Effect; (c) No there shall not have occurred any Material Adverse Effect shall have occurred between with respect to the date hereof and the Closing Date.Company Group; (d) The Purchaser the parties hereto shall have received insurance coverage obtained all requisite approvals from the Illinois Department of Financial and Professional Regulation (“IDFPR”) for Holdings the consummation of the transactions contemplated by this Agreement (the “IDFPR Consent”), and the Company reasonably satisfactory to the Purchaser.such IDFPR Consent shall not have been revoked; (e) No the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (f) no judgment, decree decree, order or order other Action shall have been enacted, issued, promulgated, enforced or entered and not withdrawn which that would (i) prevent prevent, enjoin or prohibit the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.; (fg) The each Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, a certificate in the case of agreements and documentsform set forth in Exhibit B, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying stating that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions preconditions specified in Sections 2.02(a), (b), Section 2.1(a) and (cSection 2.1(b) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xvh) such other documents to the extent SH Parent Stock will be issued on the Closing Date pursuant to Section 1.4, each Seller shall have delivered to the Purchaser a duly executed Registration Rights Agreement in the form attached hereto as are reasonably requested Exhibit F. If the Closing occurs, all closing conditions set forth in this Section 2.1 that have not been fully satisfied as of the Closing shall be deemed to have been waived by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (ia) Except for the representations and warranties covered by clause (ii) below, each of the Company set forth in Article 3 and the representations and warranties of the Seller set forth in ARTICLE 3 and ARTICLE Article 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warrantyeach case, other than the Fundamental Representations) shall will be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and respects as of the Closing Date as though made on and as of the Closing Date Date, except (i) to the extent that the failure of such representations and warranties to be true and correct has not caused, and would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect, and (ii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent in either case that the failure of such representations and warranties speak to have been true and correct as of another datesuch particular date has not caused, and would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect)..; provided, however, that for the purposes of this Section 2.1(a), qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect, other than the qualification as to Material Adverse Effect set forth in Section 3.6; (b) The Seller Parties the Fundamental Representations will be true and correct in all but de minimis respects as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct in all but de minimis respects as of such particular date); (c) the Seller and the Company shall each have performed or complied with in all material respects all the covenants and agreements required to be performed or complied with by them it under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date.; (d) The Purchaser the applicable waiting periods, if any, under the HSR Act shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser.expired or been terminated; (e) No no judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.; (f) The the Escrow Agent and the Seller Parties shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser; (or g) the relevant Company and the Seller Party) shall have delivered to the Purchaser each a certificate of an authorized officer of the following (which, Company and an authorized officer of the Seller in the case form set forth in Exhibit A, dated as of agreements the Closing Date, stating that the preconditions specified in Section 2.1(a), Section 2.1(b), Section 2.1(c) and documentsSection 2.1(k) with respect to the Company and the Seller, as applicable, have been satisfied; (h) the Seller shall have delivered to the Purchaser a duly executed IRS Form W-9; provided that, the Purchaser’s only remedy for the failure to provide such form will be to withhold from the payments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code, and the failure to provide such certificate shall not be deemed to be a failure of the condition set forth in full force and effect):Section 2.1(b) to have been met; (i) instruments evidencing the transfer Company shall have delivered a good standing certificate or its equivalent for the Company and each of the Sharesits Subsidiaries from its respective jurisdiction of formation or incorporation, free and clear dated within 10 Business Days of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoClosing; (iij) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be Company shall have delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing DateClosing, of such officersthe directors, directors managers and managers, as applicable, officers of Holdings the Company and the Company, as the Purchaser shall request;each of its Subsidiaries affiliated with Frontenac; and (vik) a certificate no Material Adverse Effect shall have occurred since the date of good standing this Agreement. (or its equivalentl) for the Company, dated no more than five Business Days prior Seller shall have adopted an amendment to the Closing Dateequity interests, from the Secretary of State performance plan and/or any related agreements with employees of the State of California; 5 (vii) a certificate of good standing (Company or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence taken other actions reasonably satisfactory to the Purchaser that any and to achieve the objectives set forth on Schedule 2.1(l). If the Closing occurs, all Encumbrances (other than Permitted Liens) on the Shares, the shares closing conditions set forth in this Section 2.1 which have not been fully satisfied as of the Company, and the assets of Holdings and the Company Closing shall be deemed to have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed waived by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement Second Transaction are also subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closingprecedent: (i) Except for the representations and warranties covered by clause of the Seller contained in Section 3(d), Section 3(e), and Section 3(f)(i) of this Agreement shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications) in each case as of the date hereof and as of the Second Closing Date including as if made both on the date hereof and on the Second Closing Date, except for such failures to be true and correct as would not have, individually or in the aggregate, a Material Adverse Effect; (ii) belowthe representations and warranties of the Seller contained in Section 3 of this Agreement, each of other than the representations and warranties set forth in ARTICLE 3 Section 3(d), Section 3(e), and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words Section 3(f)(i) of similar import contained in any such representation or warranty) shall be true and correct in all respectsthis Agreement, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement hereof and as of the Second Closing Date Date, including as though if made both on the date hereof and on the Second Closing Date; (iii) the representations and warranties of the Company contained in Section 4(c), Section 4(d), Section 4(e) and Section 4(f)(i) of this Agreement shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications) in each case as of the date hereof and as of the Second Closing Date including as if made both on the date hereof and on the Second Closing Date, except for such failures to be true and correct as would not have, individually or in the aggregate, a Material Adverse Effect; (except to iv) the extent in either case that such representations and warranties speak of the Company contained in Section 4 of this Agreement, other than the representations and warranties set forth in Section 4(c) Section 4(d), Section 4(e) and Section 4(f)(i) of this Agreement, shall be true and correct in all respects, in each case, as of another date)..the date hereof and as of the Second Closing Date, including as if made both on the date hereof and on the Second Closing Date; (bv) The the Seller Parties and the Company shall have performed complied in all material respects with all of the respective party’s covenants and agreements required contained in this Agreement to be performed by them under this Agreement at such party on or prior to the Closing.Second Closing Date; provided that the Seller shall have complied in all respects with each of the Seller’s covenants and agreements set forth in Sections 8(b)(iii), 9(a)(ii) and 9(a)(iii) of this Agreement; (cvi) No Material Adverse Effect the Credit Agreement shall have occurred between been amended by the date hereof and parties thereto to provide substantially in the Closing Date.form set forth in Schedule II annexed hereto, subject to any additional modifications as shall be consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed (in the form set forth in such Schedule II, subject to any such modifications, the “Credit Agreement Amendment”); (dvii) The Purchaser each person on the board of directors of the Company and/or the board of directors of any subsidiary of the Company that is affiliated with any Seller Released Person shall have received insurance coverage for Holdings resigned from the board of directors of the Company and such subsidiaries, and there shall have been appointed to the board of directors of the Company two individuals designated by the Purchaser, in each case effective upon consummation of the Second Closing; (viii) all of the Seller’s rights under the Registration Rights Agreement with respect to the Second Transaction Shares shall have been transferred to the Purchaser in accordance with Section 8(b) of this Agreement; (ix) each of the Seller and the Company reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (whicha certificate, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Second Closing Date, Date and executed by an authorized representative of such officers, directors and managersthe Seller or the Company, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior affirming that such party’s obligations with respect to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation conditions set forth in Section 1.1445-2(b)(27(b)(i), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code Section 7(b)(ii), Section 7(b)(iii), Section 7(b)(iv) and the Treasury Regulations promulgated in connection therewith);Section 7(b)(v) of this Agreement have been satisfied; and (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated not have become a party to any shareholder rights plan (as such term is commonly understood in connection with corporate transactions) and released with no further force shall not have unilaterally adopted, approved or effect effective as implemented, in its organizational documents or otherwise, any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” provision that would cause the Purchaser to incur or suffer a detriment (including through disproportionate dilution, relative to other holders of Shares, of the ClosingPurchaser’s equity or voting power or through a requirement to purchase or otherwise acquire, and (iii) agreeing or offer to execute and deliver acquire, additional equity securities of the Company in the form of a mandatory offer requirement or similar provision), including by affecting the Purchaser’s ability to the Purchaser at continue to hold or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the acquire additional shares of the Company, and ’s common stock following the assets of Holdings and the Company Second Closing or that would have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time an adverse effect on the last Business Day immediately preceding Purchaser’s representation on the Closing Date; and (xv) such other documents as are reasonably requested by Company’s board of directors after the Purchaser to give full effect to the transactions contemplated by this AgreementSecond Closing.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of on or prior to the ClosingClosing Date: (i) Except for the representations and warranties covered by clause (ii) below, each Fundamental Representations made as of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words date of similar import contained in any such representation or warranty) this Agreement shall be true and correct in all respectsrespects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date), except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect for de minimis inaccuracies, and (ii) each the representations and warranties made as of the date of this Agreement and set forth in Article V and Article VI (other than the Fundamental Representations Representations) shall be have been true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on Date, except (A) to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to constitute a Material Adverse Change, and (B) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of the Closing Date (such earlier date except to the extent in either case that the failure of such representations and warranties speak to have been true and correct as of another datesuch earlier date would not reasonably be expected to constitute a Material Adverse Change)..; (b) The Seller Parties the Sellers shall have performed performed, and shall have caused the Company to perform, as applicable, in all material respects all of the covenants and agreements required to be performed by them it under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect all consents which are set forth on the Required Consents Schedule shall have occurred between the date hereof been obtained (in each case, in form and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company substance reasonably satisfactory to the Purchaser.); (ed) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) Sellers shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect):following: (i) instruments evidencing the transfer a certificate signed by an officer of the SharesSellers in the form of Exhibit D, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined conditions specified in the Code Sections 4.01(a), 4.01(b) and the Treasury Regulations promulgated in connection therewith);4.01(i) have been satisfied; and (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary or the Assistant Secretary of the Parent certifying that each Company in the form of Exhibit E, dated as of the conditions specified in Sections 2.02(a)Closing Date, certifying as to (A) the Company Bylaws, (b), B) the resolutions adopted by the management board of each Seller regarding this Agreement and the transactions contemplated hereby and (cC) have been satisfiedthe names and signatures of the authorized parties authorized to sign this Agreement on behalf of the Sellers; (xive) two DVDs (or comparable media) containing each Seller shall have delivered to the Purchaser a complete and correct and complete copies copy of the materials contained shareholder register for such Seller and such registers shall not reflect any Liens (other than Liens arising under applicable securities Laws or Liens created by the Purchaser); (f) the Company shall deliver to the Purchaser a certificate in the Data Room as form of 5:00 P.M. Eastern Time Exhibit F that complies with the requirements of Treasury Regulations §1.1445-11T(d)(2); (g) the Escrow Agreement shall have been executed by the Escrow Agent and the Sellers and shall have been delivered to the Purchaser; (h) the Company shall have delivered to the Purchaser appropriate payoff letters, in form and substance reasonably satisfactory to the Purchaser, from the holders of Closing Indebtedness identified on the last Business Day immediately preceding Indebtedness Schedule and shall have made customary arrangements for such holders of such Indebtedness to deliver all related Lien releases to the Closing DatePurchaser as soon as practicable after the Closing; (i) there shall not have occurred a Material Adverse Change since the date of this Agreement; and (xvj) such other documents as are reasonably requested by the Purchaser to give full effect Sun Consultant shall have executed and delivered to the transactions contemplated by this AgreementSellers the Consulting Termination Agreement and a copy thereof shall have been delivered to the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (ia) Except for the representations and warranties covered by clause (ii) below, each of the representations and warranties Company set forth in ARTICLE 3 III and the representations of the warranties of the Seller set forth in ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) shall IV will be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and respects as of the Closing Date as though made on and as of the Closing Date Date, except (i) to the extent that the failure of such representations and warranties to be true and correct has not caused a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent in either case that the failure of such representations and warranties speak to have been true and correct as of another datesuch particular date has not caused a Material Adverse Effect)..; (b) The the Seller Parties and the Company shall have performed in all material respects all of the covenants covenants, obligations and agreements required to be performed by them under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect all Governmental Consents set forth on Schedule 2.1(c) shall have occurred between the date hereof and the Closing Date.been obtained or deemed to have been obtained under such applicable Law; (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No no judgment, decree decree, order or order Law shall have been entered entered, enacted, enforced and not withdrawn no other action shall have been taken by any Governmental Authority, either of which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.; (e) the Escrow Agent and the Seller shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser; (f) The Seller Parties (or the relevant Seller Party) Company shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by Company in the board of directors and the shareholders of Holdings authorizing the executionform set forth in Exhibit A, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying stating that the Parent is not a “Foreign Person” (as the term is defined preconditions specified in the Code Section 2.1(a) and the Treasury Regulations promulgated in connection therewith); (xSection 2.1(b) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required with respect to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xvg) such other documents the Seller shall have delivered to the Purchaser a properly completed and duly executed IRS Form W-9. If the Closing occurs, all closing conditions set forth in this Section 2.1 which have not been fully satisfied as are reasonably requested of the Closing shall be deemed to have been waived by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate effect the transactions contemplated by this Agreement Closing are further subject to the satisfaction (or waiver by at or prior to the Purchaser in writing) Closing of the following conditions as of the Closingconditions: (ia) Except for the The representations and warranties covered made by clause (ii) below, each of the representations and warranties set forth Sellers in ARTICLE 3 and ARTICLE 4 this Agreement (without giving effect to any qualification or limitation as to “materiality,” “Business Material Adverse Effect” or words of similar import contained in any such representation or warrantymateriality qualification therein) shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respectscorrect, in each case, as of the date of this Agreement case at and as of the Closing Date as though if made on and as of the Closing Date that date (except to the extent in either any case that such representations and warranties that expressly speak as of another datea specified date or time need only be true and correct as of such specified date or time).., except where any failures to be true and correct would not, in the aggregate, have a Business Material Adverse Effect. (b) The Seller Parties Sellers shall have performed and complied, in all material respects all respects, with the agreements, covenants and agreements obligations required by this Agreement to be so performed or complied with by them under this Agreement the Sellers at or prior to before the Closing. (c) No Since the date of this Agreement, there shall not have occurred any Business Material Adverse Effect shall have occurred between the date hereof and the Closing DateEffect. (d) Each Seller shall have delivered to the Purchaser a certificate, dated the Closing Date and duly executed by the members of the board of such Seller, in form and substance reasonably satisfactory to the Purchaser, to the effect that the conditions specified in Sections 7.2(a) and (b) have been fulfilled. (e) The Purchaser shall have received insurance coverage for Holdings each of the deliverables set forth in Section 2.7. (f) With respect to the Orosi Project, the “Turbine Commission Completion Certificate” (as such term is defined in the Orosi EPC) having been issued, and countersigned by the Owner (as such term is defined in the Orosi EPC) with respect to thirteen (13) of the wind turbine generators, and the Company Purchaser shall have received evidence of such commissioning in accordance therewith. (g) The Purchaser shall have carried out, and be satisfied with the results of, its “know your customer” requirements imposed by applicable Law. (h) Solely to the extent the contractual commitments set forth on Schedule 7.2(h) have been revised, rejected or otherwise terminated, the Purchaser shall have received duly executed agreements or comparable Contracts, in each case, in forms reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser from each of the following (which, in the case of agreements and documents, shall be in full force and effect):parties set forth on Schedule 7.2(h). (i) instruments evidencing the transfer of the Shares, free Endorsements and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all such other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and therebyevidence, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence forms reasonably satisfactory to the Purchaser, reflecting the Purchaser that any and all Encumbrances (other than Permitted Liensas an additional insurer to the extent applicable under the insurance policies listed on Schedule 7.2(i) on the Shares, the shares of the Company, and the assets of Holdings and the Company shall have been fully released and removed prior delivered to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or waiver by the Purchaser in writing) writing of the following conditions as of the ClosingClosing Date: (ia) Except for the All representations and warranties covered by clause of HDOC contained in this Agreement (ii) below, each which for purposes of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to this paragraph shall be read as though none of them contained any qualification materiality or limitation as to “materiality,” “Material Adverse Effect” Effect qualifier or words of similar import contained in any such representation or warrantyexception) shall be true and correct in all respectsas of the Closing with the same effect as though made as of the Closing, except where the failure of such failure representations and warranties to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, respects would not in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..aggregate have a Material Adverse Effect; (b) The Seller Parties Sellers shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by them each of the Sellers under this Agreement at on or before the Closing; (c) All governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained; (d) There shall be no action, proceeding, order, judgment, decree, writ or injunction of any governmental entity of competent jurisdiction that is in effect that prohibits or restrains the consummation of the transactions contemplated hereby; (e) On or before the Closing Date, the Sellers shall have delivered to the Purchaser all of the following: (i) a certificate executed by each of the Sellers in a form reasonably satisfactory to the Purchaser, dated the Closing Date, stating that the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied; (ii) a certificate from the Secretary of State of the State of Delaware, dated as of or about the Closing Date, as to the good standing of each of the Companies; and (iii) stock certificates representing the Shares owned by each such Seller, free and clear of all Liens and duly endorsed for transfer to the Purchaser, or accompanied by stock powers (or an equivalent transfer instrument acceptable to the Purchaser) duly endorsed in blank, with all requisite documentary tax stamps affixed thereto; (f) Upon payment by the Purchaser of the applicable title company’s normal premium without any right of reimbursement from the Sellers, the Purchaser shall have obtained, with respect to each parcel of real property included in the Purchased Assets, a current owner’s title insurance policy (or a marked-up title commitment signed by such title company to issue such title insurance), in such amount as the Purchaser shall reasonably allocate to the value of such owned real property and which insures that title to such real property is vested in the Companies subject only to Permitted Liens, the standard or general exceptions of such title company, any matters caused by the Purchaser or its representatives, agents or employees; (g) The Companies shall have satisfied all Indebtedness of the Companies outstanding immediately prior to the Closing.; (ch) The Sellers shall have eliminated all intercompany accounts between the Company and any Affiliate of the Sellers, other than accounts between any of the Companies, to the satisfaction of the Purchaser; (i) On or before the Closing Date, the Sellers shall have executed and delivered to the Purchaser: (i) a Transition Agreement in form and substance mutually acceptable to the Sellers and the Purchaser and containing, among others, the terms set forth on Exhibit E (the “Transition Agreement”); (ii) a Customer List Agreement in form and substance mutually acceptable to the Sellers and the Purchaser that permits, among other things, (A) the Sellers and their Affiliates to mail or otherwise distribute catalogues to customers, as of the Closing, of the Companies and (B) the Purchaser and its Affiliate to mail or otherwise distribute catalogues to customers, as of the Closing, of HDOC, in each case for a period of one year after the Closing (the “Customer List Agreement”); and (iii) a Supply Agreement in form and substance mutually acceptable to the Sellers and the Purchaser and containing, among others, the terms set forth on Exhibit F (the “Supply Agreement”); and (j) No event or occurrence resulting in a Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this Agreement.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate the transactions closing of the transaction contemplated by in this Agreement are is subject to the satisfaction (or waiver by waiver, at or before the Purchaser in writing) Closing, of the following conditions as of the Closingset forth in this Section 6.1: (ia) Except for All filings, authorizations, approvals and consents shall have been made with or obtained from all applicable Governmental Authorities and the representations and warranties covered by clause (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) Company shall be true current and correct in compliance with all respects, except where such failure to be so true Securities Act and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..Exchange Act filings; (b) The Seller Parties shall have performed in all material respects all None of the covenants and agreements required parties hereto will be subject to be performed by them under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No any injunction, judgment, Order, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or ruling that prohibits the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iiic) Seller shall have executed and delivered to the Purchaser a certificate of the Secretary (or equivalent officer) of Holdings stating that (i) certifying the representations and warranties herein that attached thereto are not qualified by materiality are true and complete copies correct in all material respects, at and as of all resolutions adopted by the board of directors Closing as though then made, and the shareholders representations and warranties of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement Seller and the consummation of the transactions contemplated hereby and thereby, and Company that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto qualified by materiality are true and complete copies of all correct at and as of the Organizational Documents Closing as though then made (except in each case for those representations and warranties that are as of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are an earlier date, which shall be true and complete copies correct in all respects or in all material respects, as applicable, as of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, earlier date); and (ii) certifying the names and signatures Seller have performed or caused to have been performed all of the officers of the Parent authorized to sign covenants and agreements required by this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of performed by the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings Seller or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xiid) There shall not have occurred any Material change with respect to the Company; Seller V.V. Purchaser T.S. R.T. (e) Delivery to the Purchaser of the Certificates for the Shares, duly endorsed for transfer, accompanied by the duly executed Stock Power and the Instruction Letter; (f) Delivery to the Purchaser of the duly executed written resignations, of each director and officer of the Company serving the Company as of the date of this Agreement, each in the form of Exhibit B attached hereto, to be effective upon (i) the execution of a resolution appointing such individual to the Company’s Board of Directors as the Purchaser may recommend at any time within ninety (90) days hereafter, with such appointment to become effective at such time as the Purchaser may reasonably request, and (ii) ten (10) calendar days following the filing with the U.S. Securities and Exchange Commission of an Information Statement on Schedule 14f-1 by the Company (as the same may be amended prior to the expiration of such ten (10) day period, and which amendment thereof shall extend the ten (10) day period therefrom), which Schedule 14f-1 shall reflect the appointment of such new director and the Seller’s resignation as described herein. No other directors or officers shall have been appointed or elected to serve the Company after the execution of this Agreement by the Seller except as provided in the foregoing Section 6.1(f)(i). (g) delivery to the Purchaser of certificates of corporate good standing as of the most recent practicable date from the Secretary of State where the Company is incorporated and all other states where it is qualified to do business; (h) the Purchaser shall have received the written legal opinion of counsel for the Seller and for the Company, addressed to Purchaser as of the Closing Date in the form to be mutually agreed upon; (i) delivery to Purchaser of physical possessions of all original minute books, ledgers, registers, corporate seals and other corporate stock records relating to the organization of Holdings and the Company and all other books and records of Holdings records, permits, policies, XXXXX xxxxx codes and the Company in the possession Governing Instruments of the ParentCompany; (xiiij) a certificate signed by the Secretary Delivery of the Parent certifying that each forms of the conditions specified in Sections 2.02(a), (b), termination of all Leases and (c) have been satisfiedContracts effective as of Closing; (xivk) two DVDs (or comparable media) containing correct and complete copies the Purchaser shall have completed a due diligence investigation of the materials contained in Company’s assets, liabilities, contracts and business the Data Room results of which shall be satisfactory to the Purchaser as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Datedetermined at its sole discretion; and (xvl) any other document required to be delivered to the Purchaser pursuant to this Agreement and such other documents as are reasonably requested by the Purchaser Purchaser. Any agreement or document to give full effect be delivered to the transactions contemplated by Purchaser pursuant to this AgreementSection 6.1, the form of which is not attached to this Agreement as an Exhibit, shall be in form and substance reasonably satisfactory to the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate the transactions closing of the transaction contemplated by in this Agreement are is subject to the satisfaction (or waiver by waiver, at or before the Purchaser in writing) Closing, of the following conditions as of the Closingset forth in this Section 6.1: (ia) Except for All filings, authorizations, approvals and consents shall have been made with or obtained from all applicable Governmental Authorities and the representations and warranties covered by clause (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) Company shall be true current and correct in compliance with all respects, except where such failure to be so true Securities Act and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..Exchange Act filings; (b) The Seller Parties shall have performed in all material respects all None of the covenants and agreements required parties hereto will be subject to be performed by them under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No any injunction, judgment, Order, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or ruling that prohibits the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iiic) Seller shall have executed and delivered to the Purchaser a certificate of the Secretary (or equivalent officer) of Holdings stating that (i) certifying the representations and warranties herein that attached thereto are not qualified by materiality are true and complete copies correct in all material respects, at and as of all resolutions adopted by the board of directors Closing as though then made, and the shareholders representations and warranties of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement Seller and the consummation of the transactions contemplated hereby and thereby, and Company that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto qualified by materiality are true and complete copies of all correct at and as of the Organizational Documents Closing as though then made (except in each case for those representations and warranties that are as of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are an earlier date, which shall be true and complete copies correct in all respects or in all material respects, as applicable, as of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, earlier date); and (ii) certifying the names and signatures Seller have performed or caused to have been performed all of the officers of the Parent authorized to sign covenants and agreements required by this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of performed by the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings Seller or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xiid) There shall not have occurred any Material change with respect to the Company; (e) Delivery to the Purchaser of the Certificates for the Shares, duly endorsed for transfer, accompanied by the duly executed Stock Power and the Instruction Letter; Seller /s/ AG Purchaser /s/ CD (f) Delivery to the Purchaser of (i) the duly authorized and written executed resolutions of the Board of Directors, to be effective at Closing, of the appointment of the new director of the Company, in the form set forth on Exhibit B attached hereto; and (ii) the duly executed written resignations, to be effective upon the later to occur of the following: (x) the Closing, or (y) ten (10) calendar days following the filing with the U.S. Securities and Exchange Commission of an Information Statement on Schedule 14f-1 by the Company (as the same may be amended prior to the expiration of such ten (10) day period, and which amendment thereof shall extend the ten (10) day period therefrom), of each director and officer of the Company serving the Company as of the date of this Agreement, each in the form of Exhibit C attached hereto, and no other directors or officers shall have been appointed or elected to serve the Company after the execution of this Agreement by the Seller except as provided in the foregoing clause 6.1(f)(i). (g) delivery to the Purchaser of certificates of corporate good standing as of the most recent practicable date from the Secretary of State where the Company is incorporated and all other states where it is qualified to do business; (h) the Purchaser shall have received the written legal opinion of counsel for the Seller and for the Company, addressed to Purchaser as of the Closing Date in the form to be mutually agreed upon; (i) delivery to Purchaser of physical possessions of all original minute books, ledgers, registers, corporate seals and other corporate stock records relating to the organization of Holdings and the Company and all other books and records of Holdings records, permits, policies, XXXXX xxxxx codes and the Company in the possession Governing Instruments of the ParentCompany; (xiiij) a certificate signed by the Secretary Delivery of the Parent certifying that each forms of the conditions specified in Sections 2.02(a), (b), termination of all Leases and (c) have been satisfiedContracts effective as of Closing; (xivk) two DVDs (or comparable media) containing correct and complete copies the Purchaser shall have completed a due diligence investigation of the materials contained in Company’s assets, liabilities, contracts and business the Data Room results of which shall be satisfactory to the Purchaser as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Datedetermined at its sole discretion; and (xvl) any other document required to be delivered to the Purchaser pursuant to this Agreement and such other documents as are reasonably requested by the Purchaser Purchaser. Any agreement or document to give full effect be delivered to the transactions contemplated by Purchaser pursuant to this AgreementSection 6.1, the form of which is not attached to this Agreement as an Exhibit, shall be in form and substance reasonably satisfactory to the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser Purchasers to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction (fulfillment prior to or waiver by at the Purchaser in writing) Closing of each of the following conditions as of the Closingconditions: (i) Except for the 6.2.1 The representations and warranties covered by clause (ii) below, each of the representations and warranties Seller set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification Article III of this Agreement or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation agreement or warranty) certificate delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (provided that representations and warranties made as of a specified date, shall be true and correct only as of such specified date), except where the failure to be true and correct would not, individually or in the extent aggregate (and without regard to any qualifications as to Material Adverse Effect contained in either case that such representations and warranties speak warranties, except for the qualification as to Material Adverse Effect contained in Section 3.5(b) of another datethis Agreement).., have a Material Adverse Effect on the Water Business; (b) 6.2.2 The Seller Parties shall have performed in all material respects all the covenants each obligation and agreements required agreement to be performed by them under it, and shall have complied in all material respects with each covenant required by this Agreement to be performed or complied with by it at or prior to the Closing.; (c) No Material Adverse Effect 6.2.3 Prior to or at the Closing, the Seller shall have occurred between obtained (a) from all appropriate Persons the date hereof written releases and the Closing Date. (dwaivers referred to in Section 5.14.1(a)(i) The Purchaser shall have received insurance coverage for Holdings and the Company or other evidences reasonably satisfactory to the Purchaser.Purchasers that the Encumbrances (other than Permitted Encumbrances) referred to in Section 5.14(a)(i) have been removed and (b) the certificates representing the shares of Betz Common Stock and Water Subsidiaries Stock; (e) No judgment6.2.4 Prixx xo or at the Closing, decree or order the Seller shall have obtained from all appropriate Persons releases from each of the guaranties given by the Transferred Subsidiaries in respect of any Indebtedness (including pursuant to the Loan Documents) or other obligations of the Seller or any of its Affiliates (other than the Transferred Subsidiaries); and 6.2.5 Since the date hereof, there shall not have been entered and not withdrawn any change, effect, event, occurrence or state of facts which would (i) prevent reasonably be expected to be materially adverse to the performance of this Agreement business, operations or the consummation of any financial condition of the 4 transactions contemplated herebyWater Business. EXECUTION COPY -------------- 6.2.6 Prior to or at the Closing, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) Purchasers a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation a Vice President of the transactions contemplated hereby and therebySeller, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of dated the Closing Date, to the effect that the Person signing such certificate is familiar with this Agreement and, to the best of such officersPerson's knowledge, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a)6.2.1, (b)6.2.2, 6.2.3, 6.2.4 and (c) 6.2.5 have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this Agreement.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (satisfaction, at or waiver before the Closing, of the conditions set out below. The benefits of these conditions are for the Purchaser only and may be waived in writing by the Purchaser at any time in writing) of the following conditions as of the Closing:its sole discretion. (ia) Except for the representations and warranties covered by clause (ii) below, each All of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import made by the Seller contained in any such representation or warranty) shall be this Agreement that are qualified by materiality are true and correct in all respects, except where such failure to be so true respects and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each all of the Fundamental Representations shall be representations and warranties made by the Seller contained in this Agreement that are not so qualified are true and correct in all material respects, in each case, as if such representations or warranties were made on and as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..a specific date or as of the date of this Agreement, in which case such representations and warranties shall be so true and correct or so true and correct in all material respects, as the case may be, as of such specific date or as of the date of this Agreement, respectively) and the Purchaser has received a certificate attesting thereto duly executed by the Seller. (b) The Seller Parties shall have performed performed, satisfied and complied in all material respects with all the covenants and agreements required by this Agreement to be performed by them under this Agreement the Seller at or prior to the ClosingClosing and the Purchaser shall have received a certificate attesting thereto executed by the Seller. (c) No Material Adverse Effect shall have has occurred between the date hereof and the Closing Dateor is reasonably likely to occur. (d) The Purchaser shall have received insurance coverage written Phase II environmental site assessment reports for Holdings the Leased Real Property in final form and the Company reasonably satisfactory findings in such reports shall be acceptable to the PurchaserPurchaser in its sole discretion. (e) No judgment, decree or order The Purchaser shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any completed its due diligence of the 4 transactions contemplated herebySeller’s business relationship with Roche Diagnostic Operations, (ii) declare unlawful Inc. and Roche Diagnostics GmbH and be satisfied in its sole discretion with the transactions contemplated by this Agreement or (iii) cause results of such transactions to be rescindeddue diligence. (f) The Seller Parties (or the relevant Seller Party) Purchaser shall have completed a building inspection of the Leased Real Property. (g) The Purchaser shall have reviewed the contracts contemplated by item 2 on Schedule 2.1(g) and be reasonably satisfied with such contracts by 5:00 p.m. Eastern time on December 28, 2007. (h) The closing deliveries set forth in Section 5.2 will have been delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closing:Closing Date (any or all of which may be waived in whole or in part by the Purchaser in writing): (ia) Except for the representations and warranties covered by clause (ii) below, each of the representations Company (on behalf of itself, OCW and warranties OCW’s Subsidiaries) set forth in ARTICLE 3 Article III and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) Article IV below, shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, respects as of the date of this Agreement and as of the Closing Date as though made on hereof and as of the Closing Date (except to the extent in either case that such for those representations and warranties speak which address matters only as of another a particular date, which shall remain true and correct as of such date).., except that the failure of any such representation or warranty to be so true and correct will be disregarded if the circumstances giving rise to all such failures of all representations and warranties to be so true and correct (considered individually or collectively) do not constitute a Material Adverse Effect; (b) The Seller Parties the Company shall have performed in all material respects all the covenants and agreements of their obligations required to be performed by them under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect no action or proceeding before any Governmental Entity shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No be pending wherein an unfavorable judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.; (d) since the Effective Date, no fact, event or circumstance shall have occurred which, individually or in the aggregate, with or without the lapse of time, has had or would reasonably be expected to have a Material Adverse Effect; (e) any waiting period (and any extension thereof) under the HSR Act shall have expired or have been terminated; (f) The Seller Parties (or the relevant Seller Party) Company shall have delivered to the Purchaser each of the following (whichfollowing, in each case in form and substance satisfactory to the case of agreements and documents, shall be in full force and effect):Purchaser: (i) instruments evidencing evidence that (A) the transfer current legislation in the State of Delaware in respect of brewery-pub licenses, craft distillery licenses and microbrewery licenses issued by the State of Delaware has been amended to allow for the total maximum brewing volume as contemplated by the Purchaser following the consummation of the SharesMerger, free and clear or (B) the ownership of all Encumbrancesbrewery-pub licenses, craft distillery licenses and microbrewery licenses issued by the State of Delaware to OCW or any of its Subsidiaries have been transferred to a third party and licensed to OCW or any of its Subsidiaries such that the Purchaser would be in compliance with all stock certificates evidencing the Shares, duly endorsed relevant legislation in blank or accompanied by stock powers or other instruments the State of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoDelaware following the consummation of the Merger; (ii) an amount equal Xx. Xxxxxxxxx’x counterpart signature to 50% of any Transfer Taxes payable that certain Employment Agreement by and between Xx. Xxxxxxxxx and the Purchaser in connection with the transactions contemplated by this form attached hereto as Exhibit C (“Xx. Xxxxxxxxx’x Employment Agreement”); (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying Founders’ and remaining Stockholders’ counterpart signatures to that attached thereto are true certain Registration Rights Agreement by and complete copies of all resolutions adopted by among the board of directors Purchaser, the Founders and the shareholders of Holdings authorizing remaining Stockholders in the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and form attached hereto as Exhibit D (the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings“Registration Rights Agreement”); (iv) a certificate of the Secretary (or equivalent officer) of Founders’ counterpart signatures to that certain Indemnification Agreement by and among the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement Founders and the consummation of Purchaser in the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all form attached hereto as Exhibit E (the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder“Indemnification Agreement”); (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior Founders’ counterpart signatures to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of DelawareComputershare Escrow Agreement; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this Agreement.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (a) (i) Except for the representations and warranties covered by clause (ii) below, each of the The representations and warranties set forth in ARTICLE 3 Article V (other than Company Closing Fundamental Reps and ARTICLE 4 (without giving effect to any qualification or limitation those representations and warranties that address matters as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warrantyparticular dates) shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement hereof and as of the Closing Date as though made on then made, (ii) the representations and warranties set forth in Article V that address matters as of particular dates (other than Company Closing Fundamental Reps) shall be true and correct as of such dates, except where the failure of such representations and warranties referenced in clauses (i) and (ii) above to be so true and correct have not, individually or in the aggregate, had a Material Adverse Effect (without giving effect to materiality, Material Adverse Effect or similar phrases in such representations and warranties), and (iii) other than de minimis exceptions, the Company Closing Fundamental Reps shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made (except to the extent in either case for Company Closing Fundamental Reps that such representations and warranties speak address matters as of another dateparticular dates, which shall be true and correct as of such date other than de minimis exceptions)..; (b) The Seller Parties and the Company shall have performed in all material respects all of the covenants and agreements that are required to be performed by them under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect shall have occurred between the date hereof Other than as set forth in Section 4.01(k), all consents of any Governmental Entities, and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and of any other Person, required to be obtained by the Company reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable its Subsidiaries in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all which are set forth on Schedule 4.01(c) shall have been duly obtained without the imposition of any Burdensome Condition and shall be in full force and effect on the Closing Date; (d) The applicable waiting periods, if any, under the HSR Act and any other documents contemplated by applicable Antitrust Laws set forth on Schedule 4.01(d) and as set forth in NASD Rule 1017 shall have expired or been terminated and any other governmental or Self‑Regulatory Authority filings, authorizations and approvals that are listed on Schedule 4.01(d) shall have been duly made and obtained (as the case may be); (e) No judgment, decree, determination or judicial order shall have been entered which prevents the performance of a material part of this Agreement and or the consummation of a material part of any of the transactions contemplated hereby (including a determination by FINRA pursuant to NASD Rules 1014 and thereby1017), and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with declares unlawful the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and or causes such transactions to be rescinded; (f) During the consummation period from the date hereof to the Closing Date, there shall not have been any Material Adverse Effect; (g) The Tangible Book Value shall not be less than $120,000,000.00; (h) Each of the transactions contemplated hereby Transaction Documents shall have been executed and therebydelivered by the Seller; (i) The Seller shall have delivered to the Purchaser, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents financial statements required to be delivered hereunderby the Seller pursuant to Section 8.12; (vj) written resignationsThe Seller or the Company, effective as applicable, shall have delivered to the Purchaser each of the following: (i) a certificate executed by an executive officer of each of the Seller and of the Company, dated as of the Closing Date, of such officers, directors stating that the conditions specified in Sections 4.01(a) and managers4.01(b), as applicable, of Holdings they relate to the Seller and the Company, as respectively, have been satisfied; and (ii) the Seller shall have delivered to the Purchaser shall request; (vi) a customary certificate duly completed pursuant to Section 1445 of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated thereunder certifying that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (k) Notwithstanding anything to the contrary in connection therewithSection 4.01(c); , either (i) approval of the application submitted to FINRA under NASD Rule 1017 (“Form CMA”) shall have been received in writing by the Company or any of its Subsidiaries and such written approval shall have been shared with the Purchaser or (ii) (1) 35 days shall have elapsed since the filing of a substantially complete Form CMA that has not been rejected, terminated or withdrawn, (2) the Company or its Subsidiaries shall have notified FINRA that the parties hereto intend to close the Transaction in accordance with NASD Rule 1017(c), (3) prior to and through such 35 day period FINRA shall not have (x) imposed any interim restriction pursuant to NASD Rule 1017(c) (a duly executed pay-off letter “Restriction”) or a Burdensome Condition, (y) advised the parties hereto in writing that they are prohibited from closing the Transaction without FINRA’s approval or (z) advised the Company or its Subsidiaries or the Purchaser in writing that it intends to impose a Restriction or a Burdensome Condition, in each case which have not been rescinded and (4) 10 days shall have elapsed since the provision of notice pursuant to clause (ii)(2) of this Section 4.01(k) and during such period, there shall have been no event the occurrence of which creates a reasonable determination by the Seller or the Purchaser that FINRA intends to deny the Form CMA or otherwise impose a Restriction or a Burdensome Condition, including any of the holders of Indebtedness events set forth in Schedule 3.24 clause (iii)(3) reflecting of this Section 4.01(k); and (l) That certain agreement dated as of the amounts required to pay date hereof by and between the Company and BNYM (the “BNYM Side Letter”) shall be in full such Indebtedness force and effect as of the Closing, (ii) certifying that all such Indebtedness owing to such holder no breaches or defaults of any material provisions contained therein, or threatened breaches or defaults of any material provisions contained therein, shall have occurred thereunder, and no material provision contained in the BYNM Side Letter shall have been waived, amended or modified in any respect. If the Closing occurs, all closing conditions set forth in this Section 4.01 which have not been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective satisfied as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following effective time of the Closing all termination and release instruments that the Purchaser may reasonably request shall be deemed to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed waived by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (ia) Except for the representations and warranties covered by clause (ii) below, each of the The representations and warranties set forth in ARTICLE 3 the first two sentences of Section 4.04, in Section 4.06(a) and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) Section 5.03 shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each respects as of the Fundamental Representations Closing Date as though then made; (b) The representations and warranties set forth in Section 4.04 (other than those specified in Section 3.01(a)) and in the last four sentences of Section 4.02 shall be true and correct in all respects, in each case, as of the date of this Agreement and material respects as of the Closing Date as though made on then made; (c) The representations and warranties set forth in Article IV and Article V (other than those representations and warranties that are specified in Sections 3.01(a) and 3.01(b)) shall be true and correct as of the Closing Date as though then made (other than those representations and warranties that expressly address matters as of specified dates, which shall be true and correct as of such dates), in each case without giving effect to materiality, Material Adverse Effect or similar phrases in the representations and warranties, except to where the extent in either case that failure of such representations and warranties speak as of another date)..to be so true and correct would not have a Material Adverse Effect; (bd) The Each of the Seller Parties and the Company shall have performed in all material respects all of the covenants and agreements that are required to be performed by them it under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser.; (e) The applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall have expired or been terminated; (f) No judgment, decree or order of any Governmental Entity shall have been entered and not withdrawn be in effect which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.; (fg) The Seller Parties (or the relevant Seller Party) Company, as applicable, shall have delivered to the Purchaser each of the following following: (whichi) a certificate of each of the Seller and the Company, dated as of the Closing Date, stating that the preconditions specified in Sections 3.01(a), 3.01(b), 3.01(c) and 3.01(d), as they relate to the case Seller and the Company, respectively, have been satisfied; and (ii) the Seller shall have delivered to the Purchaser a certificate duly completed pursuant to Section 1445 of agreements the Code and documents, the Treasury Regulations promulgated thereunder certifying that the Seller is a U.S. person; (h) Neither Xxxx Xxxxxxxxxx nor Xxxx Xxxxxxxx shall have died or suffered a Disability; (i) The Escrow Agent and the Seller shall have executed and delivered the Escrow Agreement to the Purchaser; and (j) The Limited Guaranty shall be in full force and effect): (i) instruments evidencing . If the transfer of the SharesClosing occurs, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed closing conditions set forth in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective Section 3.01 which have not been fully satisfied as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior be deemed to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed waived by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate purchase the transactions contemplated by this Agreement are shares of Series E Preferred Stock pursuant to Article 2 hereof at each Closing is subject to the satisfaction (or waiver by waiver, at or prior to the Purchaser in writing) applicable Closing Date, of the following conditions as of the Closingconditions: (ia) Except for the The representations and warranties covered by clause (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import Issuer contained in any such representation or warranty(i) Article 3 shall be true and correct at and on such Closing Date as if made on and as of such Closing Date (except for representations and warranties expressly stated to relate to a specific date, in all respects, except where which case such failure to representations and warranties shall be so true and correct taken on such earlier date) unless the failure of such representations and warranties to be true and correct, individually or together has in the aggregate, does not and is not reasonably expected to result in have a Material Adverse Effect and (ii) each Sections 3.01(a) (Corporation Existence and Power), 3.02 (Authority), 3.04(c) and (d) (Non-Contravention) and 3.05 (Due Authorization and Validity of the Fundamental Representations Series E Preferred Stock) shall be true and correct in all respects, in each case, as of the date of this Agreement at and as of the on such Closing Date as though if made on and as of the such Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..Date; (b) The Seller Parties Issuer shall have performed and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with or by them under this Agreement it at or prior to the Closing.such Closing Date; (c) No Material Adverse Effect Purchaser’s purchase of and payment for the shares of Series E Preferred Stock or consummation of the other transactions contemplated hereby shall have occurred between not be prohibited by or violate any applicable Law, Order, injunction or judgment of any court or Governmental Authority having competent jurisdiction with respect to the date hereof and Issuer or the Closing DatePurchaser. (d) From and including March 31, 2008, there shall not have occurred a Material Adverse Effect nor shall there have been any event, occurrence or condition that would , individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (e) The Purchaser shall have received insurance coverage for Holdings and a certificate, in the Company reasonably satisfactory form of Exhibit C attached hereto, dated such Closing Date signed by an executive officer of the Issuer to the Purchaser. effect set forth in subsections (ea), (b) No judgment, decree or order shall have been entered and not withdrawn which would (id) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.Section 5.01; (f) The Seller Parties aggregate cash purchase price paid by the Purchaser for shares of Series E Preferred Stock at the First Closing, together with any subsequent purchase of shares of Series E Preferred Stock at any Closing subsequent to the First Closing, shall not exceed the Aggregate Maximum Commitment; (or the relevant Seller Partyg) The Purchaser shall have delivered to received a certificate from the Purchaser Issuer, in the form of Exhibit C attached hereto, dated as of such Closing Date and signed by an executive officer of the Issuer, certifying that there being no “Default” or “Event of Default” (as defined in each of the following Credit Agreements) in existence under the Credit Agreements at the time of, or after giving effect to the making of, the transactions contemplated in connection with such Closing; and (whichh) With respect to the First Closing only, in the case of agreements Issuer shall have duly executed and documentsdelivered the Registration Rights Agreement Amendment to the Purchaser, and, with respect to each Closing, such Registration Rights Agreement Amendment shall be in full force and effect):effect except as otherwise terminated in accordance with its terms. (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder Issuer shall have been fully paid delivered and all Encumbrances of such holder on any of not withdrawn the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing applicable Additional Investment Notice pursuant to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(aSection 2.01(b)(ii), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this Agreement.

Conditions to the Purchaser’s Obligations. The obligations obligation of each of the Purchaser Purchasers to consummate its purchase of Purchased Units at the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction (satisfaction, or due waiver by the Purchaser in writing) Purchasers, on or prior to the Closing Date of each of the following conditions as (any or all of which may be waived by the Closing:Purchasers in writing, in whole or in part, to the extent permitted by applicable Law): (ia) Except for the representations and warranties covered by clause of the Partnership contained in this Agreement shall be true and correct in all material respects (other than (i) those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.13 or Section 3.17 (which shall be true and correct other than de minimis inaccuracies) and (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification other Sections that are qualified by materiality or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained , which, in any such representation or warranty) each case, shall be true and correct in all respects) when made, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak made as of another datea specific date shall be required to be true and correct as of such date only)..; (b) The Seller Parties the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by them under this Agreement at it on or prior to the Closing.Closing Date; (c) No Material Adverse Effect the NYSE shall have occurred between authorized, upon official notice of issuance, the date hereof and listing of the Closing Date.Conversion Units; (d) The Purchaser no notice of delisting from the NYSE shall have been received insurance coverage for Holdings and by the Company reasonably satisfactory Partnership with respect to the Purchaser.Common Units; (e) No judgment, decree or order there shall not have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.occurred a Material Adverse Effect; (f) The Seller Parties the LongPoint Purchase Agreement shall not have been amended or otherwise modified in any respect, and the terms of the LongPoint Purchase Agreement shall not have been waived by the Partnership in any respect (or the relevant Seller Party) shall have delivered whether any such waiver is effected by way of amendment to the Purchaser each of the following (whichLongPoint Purchase Agreement or otherwise), in the case of agreements each such case, other than amendments, modifications and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretowaivers that constitute Permitted LongPoint Modifications; (iig) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; Credit Agreement Amendment shall remain effective and all terms thereof (iii) a certificate including all terms of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted Credit Agreement as so amended by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Credit Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are Amendment) shall remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Datemodified; and (xvh) such other documents as are reasonably requested by the Purchaser Partnership shall have delivered, or caused to give full effect be delivered, to the transactions contemplated by this AgreementPurchasers and the other Persons specified in Section 2.06(a) the Partnership’s closing deliveries described in Section 2.06(a), as applicable.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (of the following conditions at or waiver prior to the Closing, any of which conditions may be waived in writing by the Purchaser in writing) of the following conditions as of the Closingits sole discretion: (ia) Except for the representations and warranties covered by clause (ii) below, each of the The representations and warranties set forth in ARTICLE 3 IV and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) V shall be have been true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on Date, except (i) to the extent that the failure of such representations and warranties, does not individually or in the aggregate constitute a Material Adverse Effect, (ii) for changes contemplated by this Agreement, and (iii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date except to the Closing Date extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not individually or in the aggregate constitute a Material Adverse Effect); provided that, the representations and warranties set forth in (A) Section 5.03 shall be true and correct in all respects without giving effect to any qualifications or limitations as to “materiality”, “Material Adverse Effect” or words or phrases of similar import set forth therein, except for de minimis deviations (except to the extent in either case that such representations and warranties speak expressly relate to an earlier date, in which case, such representation and warranty shall be true and correct in all respects as of another such earlier date except for de minimis deviations) and (B) the first sentence of Section 5.01(a), Section 5.01(b) and the first sentence of Section 5.02 shall be true and correct in all material respects without giving effect to any qualifications or limitations as to “materiality”, “Material Adverse Effect” or words or phrases of similar import set forth therein (except to the extent that such representations and warranties expressly relate to an earlier date, in which case, such representation and warranty shall be true and correct in all material respects as of such earlier date)..; (b) The Seller Parties shall have performed performed, and shall have caused the Company to perform, as applicable, in all material respects all of the covenants and agreements required to be performed by them it under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect All consents which are set forth on the Required Authorizations Schedule shall have occurred between the date hereof and the Closing Date.been obtained; (d) The Purchaser Seller shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No judgmentdelivered, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions caused to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered delivered, to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect):following: (i) instruments evidencing the transfer stock certificates (or similar evidence) representing all of the Shares, free and clear of all EncumbrancesLiens (other than those arising pursuant to applicable securities Laws), with all stock certificates evidencing the Shares, duly blank transfer forms endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankproper form for transfer, and with all any required stock transfer tax stamps affixed thereto; (ii) a certificate signed by an amount equal to 50% officer of any Transfer Taxes payable Seller in connection with the transactions contemplated by this Agreement;form of Exhibit E, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a) and 3.01(b) have been satisfied; and (iii) a certificate signed by the Secretary of Seller in the form of Exhibit F, dated as of the Secretary Closing Date, certifying as to (or equivalent officerA) (1) the certificate of Holdings incorporation and (i2) certifying that bylaws of Seller attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and therebyto such certificates as exhibits, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (iiB) certifying the names and signatures of the officers of Holdings Seller authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of HoldingsAgreement; (iv) a certificate completed certifications of non-foreign status, in form and substance reasonably acceptable to the Secretary (or equivalent officerPurchaser, pursuant to Section 1.1445-2(c)(3) and Section 1.897-2(h) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunderTreasury regulations; (v) written resignations, effective as an executed counterpart of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall requestEscrow Agreement; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State an executed counterpart of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of DelawareTransition Services Agreement; (viiie) a completed Internal Revenue Service Form W-8 or W-9, Seller shall have caused the Company to deliver to the Purchaser appropriate payoff letters from the holders of Closing Indebtedness identified on the Indebtedness Schedule and shall have made customary arrangements for such holders of such Indebtedness to deliver all related Lien releases to the Purchaser as applicable, from each of Holdings and soon as practicable after the ParentClosing; (ixf) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder Seller shall have been fully paid and all Encumbrances of such holder on any of caused the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing Sun Consultant to execute and deliver to Seller the Purchaser at or promptly following the Closing all termination Consulting Termination Agreement and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory a copy thereof shall have been delivered to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing DatePurchaser; and (xvg) such other documents as are reasonably requested by There shall not have occurred a Material Adverse Effect since the Purchaser to give full effect to the transactions contemplated by date of this Agreement.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate effect the transactions contemplated by this Agreement Closing are further subject to the satisfaction (or waiver by at or prior to the Purchaser in writing) Closing of the following conditions as of the Closingconditions: (ia) Except for the representations and warranties covered by clause (ii) below, each Each of the representations and warranties set forth made by Sellers in ARTICLE 3 and ARTICLE 4 this Agreement (without giving effect to any qualification materiality or limitation as to “materiality,” “Business Material Adverse Effect” or words of similar import contained in any such representation or warrantyEffect qualifiers) shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respectscorrect, in each case, case as of the date of this Agreement and at and as of the Closing Date as though if made on and as of the Closing Date that date (except to the extent in either any case that such representations and warranties that expressly speak as of another datea specified date or time need only be true and correct as of such specified date or time).., except for any such failure to be true and correct as could not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect or Seller Material Adverse Effect. (b) The Seller Parties Sellers shall have performed and complied in all material respects all the covenants with each agreement, covenant and agreements obligation required by this Agreement to be so performed or complied with by them under this Agreement Sellers at or prior to before the Closing. (c) No Material Adverse Effect The Restructuring shall have occurred between been completed in accordance with the date hereof and the Closing Dateprovisions set forth in Exhibit 5.4 to this Agreement. (d) The Purchaser Since the date of this Agreement, no event, circumstance or change shall have received insurance coverage for Holdings and occurred, that individually or in the Company aggregate with one or more other events, circumstances or changes, have had or reasonably satisfactory could be expected to the Purchaserhave a Seller Material Adverse Effect or a Business Material Adverse Effect. (e) No judgmentAll consents or approvals listed in Section 6.2(e) of the Seller Disclosure Schedule, decree and any other consents or order approvals the absence of which reasonably could be expected to have a Business Material Adverse Effect following the Closing, shall have been entered obtained and not withdrawn which would (i) prevent the performance Purchaser shall have received copies of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions consents and approvals in form and substance reasonably satisfactory to be rescindedPurchaser. (f) The Seller Parties (or the relevant Seller Party) Sellers shall have delivered to Purchaser a certificate, dated the Purchaser each Closing Date and duly executed by the Chief Executive Officer of AAHC, in form and substance reasonably satisfactory to Purchaser, to the effect of the following preceding clauses (which, in the case of agreements and documents, shall be in full force and effect):a) through (d). (ig) instruments evidencing the transfer Each of the Shares, free AAHC and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal Valley shall have provided to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) Purchaser a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are prepared in full force and effect and are all the resolutions adopted in connection accordance with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith);) confirming such Seller’s non-foreign status. (xh) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder Sellers shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing delivered to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to Purchaser demonstrating that the Purchaser that any Sold Subsidiaries and their respective assets have been released from all Liabilities and Encumbrances whatsoever in respect of (other than Permitted Liensi) on the SharesAmended and Restated Credit Agreement, dated as of May 23, 2003, among Valley, Brink International B.V., SportRack, LLC, the shares of the Companyother parties thereto designated as credit parties, General Electric Capital Corporation and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b)financial institutions party thereto, and (cii) have been satisfied;all intercompany or other obligations to any Seller or any Affiliate of any Seller. (xivi) two DVDs (or comparable mediaSellers shall have fulfilled those obligations set forth in Section 3.2(c) containing correct and complete copies of the materials contained Seller Disclosure Schedule to notify and/or consult with their respective employees or employee representatives, unions, works councils or other employee representative bodies and resolved any outstanding issues in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) connection with such other documents as are reasonably requested by the Purchaser notification and consultation obligations in a manner satisfactory to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate purchase any Loan or accept the transactions contemplated by this Agreement are substitution of any Loan on any Transfer Date shall be subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closingconditions: (ia) Except for the representations and warranties covered by clause (ii) below, each of the The representations and warranties set forth in ARTICLE 3 Sections 4.1 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) 4.2 shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the such date of this Agreement (both before and as of the Closing Date as though made on and as of the Closing Date (except after giving effect to the extent in either case that such representations and warranties speak as of another dateConveyance)..; (b) The Seller Parties shall have performed in all material respects all the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of and the following (which, in the case of agreements Agent a computer file or electronic or magnetic tape list containing a true and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear complete list of all Encumbrances, with information specified in Section 2.1(e) hereof and shall have substantially performed all stock certificates evidencing other obligations required to be performed by the Shares, duly endorsed in blank or accompanied by stock powers or other instruments provisions of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iiic) The Seller shall have prepared for recording and filing, at its expense, any financing statement with respect to the Purchased Loans now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as would be necessary to perfect the sale of such Purchased Loans from the Seller to the Purchaser, and shall deliver a certificate file-stamped copy of such financing statements or other evidence of such filings to the Secretary Purchaser and the Agent; (d) In the case of any purchase of Additional Loans or equivalent officer) substitution of Holdings Substitute Loans, (i) certifying that attached thereto are true the Agent shall have received a Subsequent Transfer Agreement duly executed and complete copies of all resolutions adopted completed by the board of directors Seller and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, Purchaser and (ii) certifying the names and signatures of the officers of the Parent authorized all other conditions to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (purchase or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness substitution set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder Credit and Security Agreement shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xive) two DVDs (or comparable media) containing correct and complete copies All of the materials contained conditions to the initial Advance under the Credit and Security Agreement shall have been satisfied or waived in accordance with the Data Room as terms thereof and, with respect to any Addition Date, all of 5:00 P.M. Eastern Time the conditions to any Advance to be made on such Addition Date shall have been satisfied or waived in accordance with the last Business Day immediately preceding the Closing Dateterms thereof; (f) No Purchase Termination Event shall have occurred and be continuing or would result therefrom; and (xvg) such other documents as are reasonably requested by Each of the Purchaser to give full effect and the Agent shall have received from the Seller copies of all documents (including, without limitation, records of company proceedings) relevant to the transactions herein contemplated by this Agreementas the Purchaser or the Agent may reasonably have requested.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (ia) Except for the representations and warranties covered by clause (ii) below, each of the The representations and warranties set forth in ARTICLE 3 Article V hereof shall be true and ARTICLE 4 correct in all material respects (without giving effect to any qualification or limitation except that the representations and warranties which are qualified as to “"materiality,” “" or "Material Adverse Effect” or words of similar import contained in any such representation or warranty) " shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement at and as of the Closing Date as though then made on without giving effect to any Schedule Updates thereto, 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 condition set forth in this Section 3.1(a) shall be deemed satisfied if the facts, events and circumstances underlying any inaccuracies in any such representations and warranties as of the Closing Date (except without giving effect to any materiality or Material Adverse Effect qualifications or any materiality or Material Adverse Effect exceptions contained therein), individually or in the extent in either case that such representations and warranties speak as of another date)..aggregate, could not have a Material Adverse Effect. (b) The Company, the Seller Parties and the Parent shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by each of them under this Agreement at on or prior to before the Closing.; (c) No Material Adverse Effect The following third party consents shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company been obtained on terms reasonably satisfactory to the Purchaser.: (i) all third party consents listed on the "REQUIRED CONSENTS SCHEDULE" attached hereto and (ii) all third party consents that are or may be required as a result of the consummation of the transactions contemplated hereby in order to maintain the validity and effectiveness, on and after the Closing Date, of each of the Licenses required to be set forth on the LICENSE SCHEDULE; (d) Each of the leases set forth on the Real Property Schedule for which CCS Land Trust or an Affiliate thereof is lessor shall have had the term thereof extended to June 30, 2006, with the aggregate annual payments thereunder for the period beginning July 1, 2003 and ending on June 30, 2006 not exceeding $750,000 per annum (the "LEASE EXTENSIONS") and with the other terms and conditions of the Lease Extensions being consistent with the terms of such leases prior to the Lease Extensions, and the Lease Extensions shall not have been amended or modified and shall be in full force and effect as of the Closing; (e) No judgmentThe Parent, decree the Company and Oracle Corporation shall have entered into an assignment and consent (the "ASSIGNMENT AND CONSENT"), in the form of EXHIBIT F hereto, with respect to that certain Software License and Service Agreement, between the Parent and Oracle Corporation, dated February 25, 2000 (the "ORACLE LICENSE"), and the Assignment and Consent shall not have been amended or order modified or revoked and shall be in full force and effect as of the Closing; (f) All governmental filings, authorizations, and approvals that are required for the consummation of the transactions contemplated hereby shall have been entered duly made and not withdrawn which obtained on terms reasonably satisfactory to the Purchaser (without limiting the generality of the foregoing, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended (the "HSR ACT"), shall have expired or otherwise been terminated); (g) No action, suit, or proceeding that has, in the reasonable opinion of the Purchaser, a reasonable likelihood of success shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) Agreement, cause such transactions to be rescinded., or materially and adversely affect the right of the Purchaser to own, operate, or control any Acquired Company, and no judgment, decree, injunction, order, or ruling shall have been entered which has any of the foregoing effects; (fh) The Seller Parties Since September 30, 2000, there shall have been no Material Adverse Effect (without limiting the generality of the foregoing, since September 30, 2000, there shall have been no modification or change (or the relevant Seller Partythreat of modification or change that has a reasonable likelihood of success) shall have delivered of any Medicare or Medicaid law, rule, regulation or payment policy, or any rule or policy of any third-party payor, or any other applicable law or regulation, which has had or could reasonably be expected to the Purchaser each of the following (whichhave, individually or in the case of agreements and documentsaggregate, shall be in full force and effect):a Material Adverse Effect); (i) instruments evidencing Except as otherwise specified in writing by the transfer Purchaser to the Seller prior to the Closing Date, all of the Shares, free directors of each Acquired Company shall have resigned and clear such resignations shall be effective as of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoClosing Date; (iij) The Purchaser shall have received an amount equal opinion, dated the Closing Date, of Dow, Xxxxxx & Xxxxxxxxx, PLLC, counsel to 50% of any Transfer Taxes payable the Company, the Seller and the Parent, with respect to the matters set forth on EXHIBIT B attached hereto, and the lenders providing debt financing in connection with the transactions contemplated by this Agreement shall be entitled to rely thereon; (k) On or before the Closing Date, the Seller shall have delivered to the Purchaser all of the following: (i) a certificate from the Seller in a form reasonably satisfactory to the Purchaser, dated the Closing Date, stating that the preconditions specified in Sections 3.1(a), (b) and (h) have been satisfied; (ii) a copy of the resolutions of the board of directors of the Company, the Seller and the Parent, respectively, approving the transactions contemplated by this Agreement, certified by the Company, the Seller and the Parent, respectively; (iii) a copy of the certificate of the Secretary (incorporation or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted document for each Acquired Company, certified by the board appropriate authority in the jurisdiction in which such entity was incorporated or organized and dated as of directors and or about the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of HoldingsClosing Date; (iv) a certificate copy of the Secretary (bylaws or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted document for each Acquired Company, certified by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunderAcquired Company; (v) written resignationscertificates from appropriate authorities, effective dated as of or about the Closing Date, as to the good standing and qualification to do business of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall requesteach Acquired Company in each jurisdiction where they are so qualified; (vi) a certificate all original stock certificates and other instruments evidencing ownership of good standing (or its equivalent) for each of the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5's Subsidiaries; (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgersstock books, ledgers and registers, corporate seals and other corporate records relating to the organization organization, ownership and maintenance of Holdings each Acquired Company; (viii) copies of the consents, filings, authorizations and approvals described in Sections 3.1(c) and (f) to the Company and all other books and records of Holdings and extent applicable to the Company in Company, the possession of Seller or the Parent; (xiiiix) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained resignations described in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing DateSection 3.1(i); and (xvx) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby; (l) The Purchaser or, at the option of the Purchaser, the Company shall have entered into new employment, equity participation and non-competition agreements on substantially the terms and conditions set forth in the attachments to the "KEY EMPLOYEE SCHEDULE" attached hereto with each of the persons listed on the KEY EMPLOYEE SCHEDULE (the "MANAGEMENT AGREEMENTS"), and each of the Management Agreements shall not have been amended or modified and shall be in full force and effect as of the Closing; (m) The Acquired Companies and each Contracted Nonprofit shall have entered into an amendment to each Service Agreement or similar agreement between them which effectuates the terms set forth on the "MODIFICATION SCHEDULE" attached hereto as EXHIBIT C; (n) The Company shall have received sufficient senior debt financing so that the Senior Debt Financing Amount on the Closing Date equals or exceeds $70.0 million, on substantially the terms and conditions set forth in the Senior Debt Commitment Letter attached as a part of EXHIBIT D hereto; (o) The Seller shall have delivered to the Purchaser the audited consolidated balance sheets of the Company as of September 30, 1999 and 2000 and the related statements of income and cash flows (or the equivalent) for the respective twelve-month periods then ended, prepared in accordance with GAAP, and the consolidated financial results of the Company set forth in such financial statements shall not differ materially from the consolidated financial results of the Company set forth in the unaudited financial statements for the same periods that are a part of the Financial Statements Schedule, without regard to any Schedule Updates thereto; and (p) All proceedings to be taken by the Company, the Seller and the Parent in connection with the consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments, and other documents required to be delivered by the Company, the Seller and the Parent to effect the transactions contemplated hereby reasonably requested by the Purchaser to give full effect shall be reasonably satisfactory in form and substance to the transactions contemplated Purchaser. Any condition specified in this Section 3.1 may be waived by this Agreementthe Purchaser in its sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (a) (i) Except for the The representations and warranties covered by clause set forth in Article IV and Article V (other than the Company Fundamental Reps, the Seller Fundamental Reps and those representations and warranties that address matters as of particular dates) shall be true and correct as of the Closing Date as though then made, (ii) below, each of the representations and warranties set forth in ARTICLE 3 Article IV and ARTICLE 4 Article V that address matters as of particular dates (other than the Company Fundamental Reps and the Seller Fundamental Reps) shall be true and correct as of such dates, except where the failure of such representations and warranties referenced in clauses (i) and (ii) above to be so true and correct have not, individually or in the aggregate, had a Material Adverse Effect (without giving effect to any qualification or limitation as to “materiality,” “, Material Adverse Effect” Effect or words of similar import contained phrases in any such representation or warrantyrepresentations and warranties), and (iii) the Company Fundamental Reps and the Seller Fundamental Reps shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and but de minimis respects as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..then made; (b) The Each of the Seller Parties and the Company shall have performed in all material respects all of the covenants and agreements that are required to be performed by them it under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect The applicable waiting periods under the HSR Act shall have occurred between the date hereof and the Closing Date.expired or been terminated; (d) The Purchaser There shall not have received insurance coverage for Holdings and been a Material Adverse Effect since the Company reasonably satisfactory to the Purchaser.date of this Agreement; (e) No judgment, decree or judicial order shall have been entered and not withdrawn which would (i) prevent prevents the performance of a material part of this Agreement or the consummation of a material part of any of the 4 transactions contemplated hereby, (ii) declare declares unlawful the transactions contemplated by this Agreement or (iii) cause causes such transactions to be rescinded.; and (f) The Seller Parties (or the relevant Seller Party) Company, as applicable, shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect):following: (i) instruments evidencing the transfer a certificate from each of the Shares, free Seller and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) Company, executed by an authorized officer of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation each of the transactions contemplated hereby Seller and therebyof the Company, respectively, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Closing Date, of such officers, directors stating that the conditions specified in Sections 3.01(a) and managers3.01(b), as applicable, of Holdings they relate to the Seller and the Company, as the Purchaser shall requestrespectively, have been satisfied; (viii) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior Seller shall have delivered to the Closing DatePurchaser a certificate, from the Secretary executed by an authorized officer thereof, duly completed pursuant to Section 1445 of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith)thereunder certifying that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser of the termination of each Affiliate Agreement that any and all Encumbrances is noted with an asterisk (other than Permitted Liens*) on the Shares, the shares Affiliated Transactions Schedule as to be terminated at or prior to Closing such that none of the Company, and the assets Company or any of Holdings and the Company have been fully released and removed prior its Subsidiaries has any liability pursuant to the Closingeach such Affiliate Agreement; (xiiiv) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed Limited Guaranty executed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing DateGTCR Limited Guarantors; and (xvv) such other documents the payoff letters in accordance with Section 7.04. If the Closing occurs, all closing conditions set forth in this Section 3.01 which have not been fully satisfied as are reasonably requested of the Closing shall be deemed to have been waived by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction (or waiver in writing by the Purchaser in writingits sole discretion) on or prior to the Closing Date of the following conditions as of the Closingconditions: (a) (i) Except for the representations each representation and warranties covered by clause (ii) below, each of the representations and warranties warranty set forth in ARTICLE Article 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) shall be that is qualified by materiality is true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as written as of the date of this Agreement hereof and as of the Closing Date as though if made on as of the Closing Date, except to the extent that such representation or warranty refers specifically to an earlier date (other than the date hereof), in which case such representation or warranty is true and correct in all respects as of such earlier date, and (ii) each representation and warranty set forth in Article 3 that is not qualified by materiality is true and correct in all material respects as of the date hereof and as of the Closing Date (as if made as of the Closing Date, except to the extent in either case that such representations representation or warranty refers specifically to an earlier date (other than the date hereof), in which case such representation or warranty is true and warranties speak correct in all material respects as of another such earlier date)..; (b) The the Seller Parties shall have has performed and complied in all material respects with all the covenants and agreements obligations required hereby to be performed or complied with by them under this Agreement it at or prior to the Closing., including in respect of the Seller’s obligations under Article 5; (c) No Material Adverse Effect the Approval Order shall have occurred between provide that the date hereof Lilly Agreement has been duly and validly assumed by the Closing Date.Seller and that all of the Seller’s right, title and interest in and to the Lilly Agreement has been duly and validly assigned to the Purchaser; (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory Seller has delivered (or caused to be delivered) to the Purchaser.Purchaser the items listed in Section 2.2(a); and (e) No judgmentthere shall not have occurred a Material Adverse Effect, decree or order shall have been entered and not withdrawn which would (i) prevent including in respect of the performance of this Agreement or the consummation of occurrence any of the 4 transactions contemplated herebyfollowing events that are, (ii) declare unlawful or could reasonably be expected to be, individually or in the transactions contemplated by this Agreement aggregate, materially adverse to the manufacture or (iii) cause such transactions to be rescinded. (f) The Seller Parties (supply of any Product, the Regulatory Filings and Approvals for any Product, or the relevant Seller Party) shall have delivered to manufacture, use, sale or promotion of any Product in reliance upon the Purchaser each of the following (which, in the case of agreements Regulatory Filings and documents, shall be in full force and effect):Approvals: (i) instruments evidencing any Regulatory Warning Notices that have been received by the transfer Seller or a Manufacturer that (A) cite GMP deficiencies with respect to the Stada Facility or Almac Facility, (B) indicate the Stada Facility, Almac Facility and/or the Moxatag manufacturing or packaging process or validation, product stability, analytical validation or prior manufacturing has not or does not meet any minimum GMP requirements, or (C) otherwise indicate any issues that would, or would be reasonably likely to, (1) result in the recall of Moxatag, (2) require Stada to repeat manufacturing validation or analytical validation with respect to Moxatag, (3) require Almac to repeat packaging validation with respect to Moxatag, or (4) cause any interruption in the Shares, free and clear supply of all Encumbrances, with all stock certificates evidencing Moxatag to the Shares, duly endorsed in blank Seller (or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretoto the Purchaser after the Effective Time); (ii) an amount equal to 50% any recall of any Transfer Taxes payable in connection with dosage strength or lot of any Product during the transactions contemplated by this Agreement;Pre-Closing Period; or (iii) a certificate of any Force Majeure Event occurring during the Secretary Pre-Closing Period with respect to any Manufacturing Facility or any building, facility or other site at which (A) Inventory is, or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by during the board of directors and the shareholders of Holdings authorizing the executionPre-Closing Period was, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebystored, (iiB) certifying analytical testing is, or during the names and signatures of Pre-Closing Period was, performed on or with respect to a Product, or (C) Product packaging is, or during the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the executionPre-Closing Period was, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this Agreementperformed.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchaser to consummate the transactions closing of the transaction contemplated by in this Agreement are is subject to the satisfaction (or waiver by waiver, at or before the Purchaser in writing) Closing, of the following conditions as of the Closingset forth in this Section 6.1: (ia) Except for All filings, authorizations, approvals and consents shall have been made with or obtained from all applicable Governmental Authorities and the representations and warranties covered by clause (ii) below, each of the representations and warranties set forth in ARTICLE 3 and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warranty) Company shall be true current and correct in compliance with all respects, except where such failure to be so true Securities Act and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..Exchange Act filings; (b) The Seller Parties shall have performed in all material respects all None of the covenants and agreements required parties hereto will be subject to be performed by them under this Agreement at or prior to the Closing. (c) No Material Adverse Effect shall have occurred between the date hereof and the Closing Date. (d) The Purchaser shall have received insurance coverage for Holdings and the Company reasonably satisfactory to the Purchaser. (e) No any injunction, judgment, Order, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or ruling that prohibits the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iiic) Seller shall have executed and delivered to the Purchaser a certificate of the Secretary (or equivalent officer) of Holdings stating that (i) certifying the representations and warranties herein that attached thereto are not qualified by materiality are true and complete copies correct in all material respects, at and as of all resolutions adopted by the board of directors Closing as though then made, and the shareholders representations and warranties of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement Seller and the consummation of the transactions contemplated hereby and thereby, and Company that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto qualified by materiality are true and complete copies of all correct at and as of the Organizational Documents Closing as though then made (except in each case for those representations and warranties that are as of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are an earlier date, which shall be true and complete copies correct in all respects or in all material respects, as applicable, as of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, earlier date); and (ii) certifying the names and signatures Seller have performed or caused to have been performed all of the officers of the Parent authorized to sign covenants and agreements required by this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective as of performed by the Closing Date, of such officers, directors and managers, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings Seller or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xiid) There shall not have occurred any Material change with respect to the Company; Seller TM Purchaser RT TS (e) Delivery to the Purchaser of the Certificates for the Shares, duly endorsed for transfer, accompanied by the duly executed Stock Power and the Instruction Letter; (f) Delivery to the Purchaser of the duly executed written resignations, of each director and officer of the Company serving the Company as of the date of this Agreement, each in the form of Exhibit B attached hereto, to be effective upon (i) the execution of a resolution appointing such individual to the Company’s Board of Directors as the Purchaser may recommend at any time within ninety (90) days hereafter, with such appointment to become effective at such time as the Purchaser may reasonably request, and (ii) ten (10) calendar days following the filing with the U.S. Securities and Exchange Commission of an Information Statement on Schedule 14f-1 by the Company (as the same may be amended prior to the expiration of such ten (10) day period, and which amendment thereof shall extend the ten (10) day period therefrom), which Schedule 14f-1 shall reflect the appointment of such new director and the Seller’s resignation as described herein. No other directors or officers shall have been appointed or elected to serve the Company after the execution of this Agreement by the Seller except as provided in the foregoing Section 6.1(f)(i). (g) delivery to the Purchaser of certificates of corporate good standing as of the most recent practicable date from the Secretary of State where the Company is incorporated and all other states where it is qualified to do business; (h) the Purchaser shall have received the written legal opinion of counsel for the Seller and for the Company, addressed to Purchaser as of the Closing Date in the form to be mutually agreed upon; (i) delivery to Purchaser of physical possessions of all original minute books, ledgers, registers, corporate seals and other corporate stock records relating to the organization of Holdings and the Company and all other books and records of Holdings records, permits, policies, XXXXX xxxxx codes and the Company in the possession Governing Instruments of the ParentCompany; (xiiij) a certificate signed by the Secretary Delivery of the Parent certifying that each forms of the conditions specified in Sections 2.02(a), (b), termination of all Leases and (c) have been satisfiedContracts effective as of Closing; (xivk) two DVDs (or comparable media) containing correct and complete copies the Purchaser shall have completed a due diligence investigation of the materials contained in Company’s assets, liabilities, contracts and business the Data Room results of which shall be satisfactory to the Purchaser as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Datedetermined at its sole discretion; and (xvl) any other document required to be delivered to the Purchaser pursuant to this Agreement and such other documents as are reasonably requested by the Purchaser Purchaser. Any agreement or document to give full effect be delivered to the transactions contemplated by Purchaser pursuant to this AgreementSection 6.1, the form of which is not attached to this Agreement as an Exhibit, shall be in form and substance reasonably satisfactory to the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (a) (i) Except for the The representations and warranties covered by clause set forth in Article IV, Article V and Article VI (other than the Company Fundamental Reps and those representations and warranties that address matters as of particular dates) shall be true and correct as of the Closing Date as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, (ii) below, each of the representations and warranties set forth in ARTICLE 3 Article IV, Article V and ARTICLE 4 Article VI that address matters as of particular dates (other than the Company Fundamental Reps) shall be true and correct as of such dates, except where the failure of such representations and warranties referenced in clauses (i) and (ii) above to be so true and correct have not, individually or in the aggregate, had a Material Adverse Effect (without giving effect to any qualification or limitation as to “materiality,” “, Material Adverse Effect” Effect or words of similar import contained phrases in any such representation or warrantyrepresentations and warranties), and (iii) the Company Fundamental Reps shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement and respects as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..Date, other than any de minimis breach thereof; (b) The Seller Parties Each of the Sellers, the Company and the Blocker Corp shall have performed in all material respects all of the covenants and agreements that are required to be performed by them it under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect The applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall have occurred between the date hereof and the Closing Date.expired or been terminated; (d) The FCA having given notice in writing in accordance with section 189(4) or 189(7) of FSMA approving the Purchaser and any another person who would by virtue of the Closing Transactions acquire control of Xxxxxxxx UK within the meaning of Section 181 of FSMA as controllers of Xxxxxxxx UK with such approval being in full force and effect, or, in the absence of such notice from the FCA, the FCA being treated in accordance with section 189(6) of FSMA as having approved the Purchaser and any other persons acquiring control of Xxxxxxxx UK as such controllers (the "FCA Condition"); (e) One of the following shall be true: (i) the Aggregate Consented Client Closing Revenue Run Rate shall equal or exceed 85% of the Aggregate Base Revenue Run Rate, or (ii) the Aggregate Consented Client Closing Revenue Run Rate shall equal or exceed 80% but be less than 85% of the Aggregate Base Revenue Run Rate and the Purchaser shall have received insurance coverage for Holdings and an irrevocable written notice from the Company reasonably satisfactory to Representative forcing the waiver of Purchaser.'s condition set forth in Section 3.01(e)(i) (a "Sellers Election"); (ef) No judgment, decree decree, order or order applicable Law shall have been entered and not withdrawn or be in effect which would (i) prevent or make illegal the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare or make unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded.; (fg) The Seller Parties (Sellers, the Company or the relevant Seller Party) Blocker Corp, as applicable, shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect):following: (i) instruments evidencing the transfer a certificate of the SharesCompany, free dated as of the Closing Date, stating that the conditions specified in Sections 3.01(a) and clear of all Encumbrances3.01(b), with all stock certificates evidencing as they relate to the SharesCompany, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed theretohave been satisfied; (ii) an amount equal a certificate of the Representative (on behalf of the Sellers), dated as of the Closing Date, stating that the conditions specified in Sections 3.01(a), 3.01(b), 3.01(h) and 3.01(i), as they relate to 50% any of any Transfer Taxes payable in connection with the transactions contemplated by this AgreementSellers, have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the executionBlocker Corp, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Closing Date, of such officersstating that the conditions specified in Sections 3.01(a), directors 3.01(b) and managers3.01(i), as applicablethey relate to the Blocker Corp, of Holdings and the Company, as have been satisfied; and (iv) each Seller shall have delivered to the Purchaser shall request; (vi) a certificate duly completed pursuant to Section 1445 of good standing (or its equivalent) for the Company, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of California; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith)thereunder certifying that such Seller is not a "foreign person" within the meaning of Section 1445 of the Code; (xh) a duly executed pay-off letter from each of The applicable Sellers shall have delivered to Purchaser evidence that the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay Xxxxxxxx Seller Note has been or will be repaid in full such Indebtedness as of the at Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated and released with no further force or effect effective as of the Closing, and (iii) agreeing to execute and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession of the Parent; (xiii) a certificate signed by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xvi) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementThe Restructuring Transactions shall have been completed in accordance with Section 1.01(a).

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the ClosingClosing Date: (a) (i) Except for the representations and warranties covered by clause (ii) below, each of the The representations and warranties set forth in ARTICLE 3 Article IV and ARTICLE 4 Article V (without giving effect to any qualification or limitation other than the Company Fundamental Reps, the Seller Fundamental Reps and those representations and warranties that address matters as to “materiality,” “Material Adverse Effect” or words of similar import contained in any such representation or warrantyparticular dates) shall be true and correct in all respects, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement hereof and as of the Closing Date as though made on then made, (ii) the representations and warranties set forth in Article IV and Article V that address matters as of particular dates (other than the Company Fundamental Reps and the Seller Fundamental Reps) shall be true and correct as of such dates, except where the failure of such representations and warranties referenced in clauses (i) and (ii) above to be so true and correct have not or would not have had or, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (without giving effect to materiality, Material Adverse Effect or similar phrases in such representations and warranties), and (iii) the Company Fundamental Reps and the Seller Fundamental Reps shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date)..though then made; (b) The Each of the Seller Parties and the Company shall have performed in all material respects all of the covenants and agreements that are required to be performed by them it under this Agreement at or prior to the Closing.; (c) No Material Adverse Effect The applicable waiting periods, if any, under the HSR Act shall have occurred between the date hereof and the Closing Date.expired or been terminated; (d) The Purchaser There shall not have received insurance coverage for Holdings and been a Material Adverse Effect since the Company reasonably satisfactory to the Purchaser.date of this Agreement; (e) No judgment, decree or order other Order shall have been entered and not withdrawn or issued which would (i) prevent prevents the performance of a material part of this Agreement or the consummation of a material part of any of the 4 transactions contemplated hereby, (ii) declare unlawful declares unlawful, or otherwise restrains or prohibits the transactions contemplated by this Agreement or (iii) cause causes such transactions to be rescinded., and no Proceeding brought by a Governmental Entity that seeks to prevent, restrain or prohibit, or would reasonably be expected to declare unlawful or to cause to be rescinded, any material part of any of the transactions contemplated hereby shall be pending; (f) No Law shall have been enacted, enforced, or deemed applicable to the transactions contemplated by this Agreement that makes the consummation of such transactions unlawful, or otherwise restrains or prohibits such transactions; (g) All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Person required in connection with the execution, delivery or performance hereof set forth on the Required Consents Schedule shall have been obtained or made and shall be in full force and effect, in each case in form and substance reasonably satisfactory to Purchaser (and copies thereof shall have been provided to Purchaser); (h) At or before the Closing, Seller will, at Seller’s expense, obtain and deliver to Purchaser a copy of an extended coverage title insurance policy in a form reasonably acceptable to Purchaser and in accordance with the state requirements of the states where the Owned Real Property is located (a “Title Policy”) (or if authorized by Purchaser an irrevocable commitment by the Title Company to issue such Title Policy in form reasonably acceptable to Purchaser) insuring, for the Owned Real Property, the fee simple title held by Company in the Owned Real Property as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels), subject only to the exceptions contained in the title policy pro forma attached as the Title Policy Pro Forma Schedule, with coverage in the amount of the fair market value of the Owned Real Property, established by a real property appraisal conducted prior to the Closing by an MAI appraiser engaged and paid for by Purchaser; (i) At or before Closing, Seller shall deliver to Purchaser the San Francisco Landlord Consent to Assignment, duly executed by the San Francisco Landlord; (j) The Seller Parties (or the relevant Seller Party) Company, as applicable, shall have delivered to the Purchaser each of the following (which, in the case of agreements and documents, shall be in full force and effect):following: (i) instruments evidencing the transfer a certificate from each of the SharesSeller and of the Company (the “Seller/Company Closing Certificate”), free executed by an authorized officer of each of the Seller and clear of all Encumbrancesthe Company, with all stock certificates evidencing respectively, and dated as of the SharesClosing Date, duly endorsed stating that the conditions specified in blank or accompanied by stock powers or other instruments of transfer duly executed in blankSections 3.01(a) and 3.01(b), with all required stock transfer tax stamps affixed theretoas they relate to the Seller and the Company, respectively, have been satisfied; (ii) the Seller shall have delivered to the Purchaser a certificate, executed by an amount equal authorized officer thereof, duly completed pursuant to 50% Section 1445 of any Transfer Taxes payable in connection with the transactions contemplated by this AgreementCode and the Treasury Regulations promulgated thereunder certifying that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code (the “FIRPTA Certificate”); (iii) a certificate from the Company and each of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the executionits Subsidiaries, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Closing Date, duly executed and delivered by the Secretary or comparable authorized representative of such officersentity, directors (A) attaching copies of (1) such entity’s certificate or articles of formation or incorporation and managerslimited liability company agreement or bylaws (or other comparable organizational documents), as applicable, and (2) actions by written consent or resolutions duly adopted by the directors, managers or other governing body or persons and stockholders, members, unitholders or other owners of Holdings such entity which authorize, approve and adopt this Agreement and each Ancillary Agreement to which it is a party, the transactions contemplated hereby and thereby and the Companyperformance of such entity’s obligations hereunder and thereunder, (B) certifying that such attached copies referred to in clause (A) above are true, correct and complete copies, and (C) certifying the incumbency, signature and authority of the officers of such entity to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party; (iv) the written resignations contemplated by Section 7.08; (v) duly executed written agreements terminating the Related Person agreements as the Purchaser shall requestcontemplated by Section 7.09; (vi) a certificate release in the form of good standing Exhibit F attached hereto (or its equivalent) for the Company“Release”), dated no more than five Business Days prior to duly executed by the Closing Date, from the Secretary of State of the State of California; 5Seller; (vii) a certificate of good standing for the Company and each of its Subsidiaries issued not more than ten (10) days prior to the Closing Date by the Secretary of State or comparable Governmental Entity of its equivalentjurisdiction of organization; (viii) for Holdingsthe Seller shall deliver to the Purchaser the stock certificate representing all of the Purchased Shares, which certificate shall be endorsed to the Purchaser or accompanied by a stock power executed in blank; (ix) an escrow agreement, in the form attached as Exhibit B hereto, dated no more as of the Closing Date (the “Escrow Agreement”) duly executed by the Seller; (x) the Closing Indebtedness Schedule and a payoff letter issued by each holder of any indebtedness for borrowed money set forth on the Closing Indebtedness Schedule (other than five capital leases) not later than three Business Days prior to the Closing Date, from which sets forth (A) the Secretary amount required to repay in full the portion of State such Indebtedness owed to such holder, (B) the wire transfer instructions for the repayment of the State such portion of Delaware; such Indebtedness owed to such holder, (viiiC) a completed Internal Revenue Service Form W-8 release of all Liens granted by the Company or W-9any of its Subsidiaries to such holder or otherwise arising with respect to such Indebtedness, as applicableeffective upon repayment of such Indebtedness, from each and (D) authorization to file all UCC termination statements and releases necessary to evidence satisfaction and termination of Holdings such Indebtedness and to enable release of all Liens relating thereto (collectively, the Parent; (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewithPayoff Letters”); (xxi) a duly executed pay-off letter from the Transaction Expenses Schedule and an invoice issued by each payee of Transaction Expenses of the holders type described in clause (ii) of Indebtedness the definition of Transaction Expenses (all of which are set forth in Schedule 3.24 on the Transaction Expenses Schedule) not later than three Business Days prior to the Closing Date, that sets forth (iA) reflecting the amounts required to pay in full all Transaction Expenses owed to each payee of Transaction Expenses and (B) the wire transfer instructions for the payment of such Indebtedness Transaction Expenses to each payee of Transaction Expenses; and (xii) the San Francisco Assignment of Lease, duly executed by Seller, as assignor, and Cbr Systems, as assignee; and (k) At or before Closing, Seller shall have delivered to the Title Company, (i) an original release and reconveyance, executed and acknowledged by Jefferies Finance LLC, a Delaware limited liability company (“Jefferies”), of that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Cbr Systems, as Grantor, in favor of Jefferies, as beneficiary, dated as of October 21, 2015 and recorded in the Closingofficial records of Pima County, Arizona (“Official Records”) on November 3, 2015 as Sequence 20153070088 (the “Deed of Trust Release”), (ii) certifying a termination of that all such Indebtedness owing to such holder shall have been fully paid certain UCC Fixture Filing listing Cbr Systems as the Debtor and all Encumbrances Jefferies as the Secured Party, recorded in the Official Records on November 3, 2015 as Sequence 20153070254 and rerecorded on the same date as Sequence 20153070361 (the “Fixture Lien Termination”), each of such holder on any of the assets of Holdings or the Company which shall be terminated in recordable form and released with no further force or effect effective as of in form satisfactory to the ClosingTitle Company to remove the Liens described above from the Title Policy, and (iii) agreeing such funds as are necessary to execute cover the cost of recording the Deed of Trust Release and deliver to the Purchaser at or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request to evidence the foregoing terminations and releases; Fixture Lien Termination (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the shares of the Company, and the assets amount of Holdings and the Company have been such funds shall be included in Transaction Expenses unless such amount is fully released and removed paid in cash by Seller prior to the Closing; (xii) Closing Date). If the Closing occurs, all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company closing conditions set forth in the possession this Section 3.01 which have not been fully satisfied as of the Parent; (xiii) a certificate signed Closing shall be deemed to have been waived by the Secretary of the Parent certifying that each of the conditions specified in Sections 2.02(a), (b), and (c) have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time on the last Business Day immediately preceding the Closing Date; and (xv) such other documents as are reasonably requested by the Purchaser to give full effect to the transactions contemplated by this AgreementPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement Initial Transaction are also subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closingprecedent: (i) Except for the representations and warranties covered by clause of the Seller contained in Section 3(d), Section 3(e) and Section 3(f)(i) of this Agreement shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications) in each case as of the date hereof and as of the Initial Closing Date including as if made both on the date hereof and on the Initial Closing Date, except for such failures to be true and correct as would not have, individually or in the aggregate, a Material Adverse Effect; (ii) belowthe representations and warranties of the Seller contained in Section 3 of this Agreement, each of other than the representations and warranties set forth in ARTICLE 3 Section 3(d), Section 3(e) and ARTICLE 4 (without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or words Section 3(f)(i) of similar import contained in any such representation or warranty) shall be true and correct in all respectsthis Agreement, except where such failure to be so true and correct taken individually or together has not and is not reasonably expected to result in a Material Adverse Effect and (ii) each of the Fundamental Representations shall be true and correct in all respects, in each case, as of the date of this Agreement hereof and as of the Initial Closing Date Date, including as though if made both on the date hereof and on the Initial Closing Date; (iii) the representations and warranties of the Company contained in Section 4(c), Section 4(d), Section 4(e) and Section 4(f)(i) of this Agreement shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications) in each case as of the date hereof and as of the Initial Closing Date including as if made both on the date hereof and on the Initial Closing Date, except for such failures to be true and correct as would not have, individually or in the aggregate, a Material Adverse Effect; (except to iv) the extent in either case that such representations and warranties speak of the Company contained in Section 4 of this Agreement, other than the representations and warranties set forth in Section 4(c) Section 4(d), Section 4(e) and Section 4(f)(i) of this Agreement, shall be true and correct in all respects, in each case, as of another date)..the date hereof and as of the Initial Closing Date, including as if made both on the date hereof and on the Initial Closing Date; (bv) The the Seller Parties and the Company shall have performed complied in all material respects with all of the respective party’s covenants and agreements required contained in this Agreement to be performed by them under this Agreement at such party on or prior to the Closing.Initial Closing Date; provided that the Seller shall have complied in all respects with each of the Seller’s covenants and agreements set forth in Sections 8(b)(iii), 9(a)(i) and 9(a)(iii) of this Agreement; (cvi) No Material Adverse Effect Xxxxxx Xxxxxxx shall have occurred between resigned from the date hereof board of directors of the Company and from the Closing Date.board of directors of any subsidiary of the Company, Xxxxx Xxxx shall have been appointed to the board of directors of the Company for a term expiring in 2018 and Xxxxxxx Xxxx shall have been appointed to the board of directors of the Company for a term expiring in 2017, in each case effective upon consummation of the Initial Closing; (dvii) The Purchaser all of the Seller’s rights under the Registration Rights Agreement with respect to the Initial Transaction Shares shall have received insurance coverage for Holdings been transferred to the Purchaser in accordance with Section 8(b) of this Agreement; (viii) each of the Seller and the Company reasonably satisfactory to the Purchaser. (e) No judgment, decree or order shall have been entered and not withdrawn which would (i) prevent the performance of this Agreement or the consummation of any of the 4 transactions contemplated hereby, (ii) declare unlawful the transactions contemplated by this Agreement or (iii) cause such transactions to be rescinded. (f) The Seller Parties (or the relevant Seller Party) shall have delivered to the Purchaser each of the following (whicha certificate, in the case of agreements and documents, shall be in full force and effect): (i) instruments evidencing the transfer of the Shares, free and clear of all Encumbrances, with all stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) an amount equal to 50% of any Transfer Taxes payable in connection with the transactions contemplated by this Agreement; (iii) a certificate of the Secretary (or equivalent officer) of Holdings (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and the shareholders of Holdings authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (ii) certifying the names and signatures of the officers of Holdings authorized to sign this Agreement and the other documents to be delivered hereunder; and (iii) certifying that attached thereto are true and complete copies of all of the Organizational Documents of Holdings; (iv) a certificate of the Secretary (or equivalent officer) of the Parent (i) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Parent authorizing the execution, delivery and performance of this Agreement and all other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) certifying the names and signatures of the officers of the Parent authorized to sign this Agreement and the other documents to be delivered hereunder; (v) written resignations, effective dated as of the Initial Closing Date, Date and executed by an authorized representative of such officers, directors and managersthe Seller or the Company, as applicable, of Holdings and the Company, as the Purchaser shall request; (vi) a certificate of good standing (or its equivalent) for the Company, dated no more than five Business Days prior affirming that such party’s obligations with respect to the Closing Dateconditions set forth in Section 6(b)(i), from the Secretary Section 6(b)(ii), Section 6(b)(iii), Section 6(b)(iv) and Section 6(b)(v) of State of the State of Californiathis Agreement have been satisfied; 5 (vii) a certificate of good standing (or its equivalent) for Holdings, dated no more than five Business Days prior to the Closing Date, from the Secretary of State of the State of Delaware; (viii) a completed Internal Revenue Service Form W-8 or W-9, as applicable, from each of Holdings and the Parent;and (ix) a certificate as required by Treasury Regulation Section 1.1445-2(b)(2)except for the Stockholder Agreement, certifying that the Parent is not a “Foreign Person” (as the term is defined in the Code and the Treasury Regulations promulgated in connection therewith); (x) a duly executed pay-off letter from each of the holders of Indebtedness set forth in Schedule 3.24 (i) reflecting the amounts required to pay in full such Indebtedness as of the Closing, (ii) certifying that all such Indebtedness owing to such holder shall have been fully paid and all Encumbrances of such holder on any of the assets of Holdings or the Company shall be terminated not have become a party to any shareholder rights plan (as such term is commonly understood in connection with corporate transactions) and released with no further force shall not have unilaterally adopted, approved or effect effective as of the Closingimplemented, and (iii) agreeing to execute and deliver to in its organizational documents or otherwise, any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” provision that would cause the Purchaser at to incur or promptly following the Closing all termination and release instruments that the Purchaser may reasonably request suffer a detriment (including through disproportionate dilution, relative to evidence the foregoing terminations and releases; (xi) evidence reasonably satisfactory to the Purchaser that any and all Encumbrances (other than Permitted Liens) on the Shares, the holders of shares of the Company’s capital stock, and of the assets Purchaser’s equity or voting power or through a requirement to purchase or otherwise acquire, or offer to acquire, additional equity securities of Holdings and the Company have been fully released and removed prior to the Closing; (xii) all minute books, ledgers, registers, corporate seals and other corporate records relating to the organization of Holdings and the Company and all other books and records of Holdings and the Company in the possession form of a mandatory offer requirement or similar provision), including by affecting the Purchaser’s ability to continue to hold or acquire additional shares of the Parent; (xiii) a certificate signed by Company’s common stock following the Secretary of the Parent certifying Initial Closing or that each of the conditions specified in Sections 2.02(a), (b), and (c) would have been satisfied; (xiv) two DVDs (or comparable media) containing correct and complete copies of the materials contained in the Data Room as of 5:00 P.M. Eastern Time an adverse effect on the last Business Day immediately preceding Purchaser’s representation on the Closing Date; and (xv) such other documents as are reasonably requested by Company’s board of directors after the Purchaser to give full effect to the transactions contemplated by this AgreementInitial Closing.