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

Conditions to the Seller’s Obligations. The obligation of the Sellers to take the actions required to be taken by them at the Closing is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii).

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing is this Agreement are subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the Closing: (a) The (i) the representations and warranties set forth contained in Article IV that are not subject to materiality qualifications will 5.02 shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been were substituted for the date of this Agreement in throughout such representations and warranties, 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 as of such date), and (ii) each of the other representations and warranties set forth in Article IV that are subject to materiality qualifications will V hereof shall be true and correct in all respects at and (without giving effect to any limitation as to “materiality” or any derivative thereof set forth therein) as of the Closing Date as though then made and as though the Closing Date had been were substituted for the date of this Agreement in throughout such representations and warranties, except to the extent such representations and warranties expressly relate to an earlier date (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been which case such representations and warranties shall be true on and correct as of such date) except, in the case of clause (ii), where the failure or failures of such representations or warranties of the Buyer set forth in Article V hereof to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement, and, in the case of clauses (i) and (ii), after giving effect to the applicable disclosures set forth in the Buyer Disclosure Schedules delivered to the Seller; (b) Each each of the agreements and covenants of the Buyer Party will have required to be performed and complied with each of its agreements contained in by the Buyer pursuant to this Agreement at or prior to Closing will have been duly performed and the Ancillary Agreements to which such Buyer Party is a party complied with in all material respects;; and (c) The Toronto Stock Exchange will the Buyer shall have accepted notice delivered to the Seller each of the issuance following: (i) a certificate of a duly authorized officer of the Buyer given on behalf of the Buyer, dated as of the Closing Date, stating that the conditions specified in Sections 2.03(a) and sale (b) hereof have been satisfied; (ii) to the Seller, by wire transfer of immediately available funds to accounts designated in writing by the Seller at least two Business Days prior to the Closing, the Estimated Purchase Price; and (iii) the Purchase Price Shares to be delivered to Adjustment Escrow Agreement, duly executed by the Sellers Buyer and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;Escrow Agent. (d) Each Pre-Closing Consent will have been obtained and be to the Escrow Agent, by wire transfer of immediately available funds to accounts designated in full force and effect; (e) No Law or Governmental Order prohibits writing by the Escrow Agent at least two Business Days prior to the Closing; and (f) Buyer Parties will have delivered each of , the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Purchase Price Adjustment Escrow Amount.

Conditions to the Seller’s Obligations. The obligation of Seller’s obligations to perform the Sellers to take the actions required Transactions contemplated to be taken by them at performed on or before the Closing is Date are subject to satisfaction, or written waiver by the satisfaction or waiverSeller, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closingconditions: (ai) The All of the representations and warranties set forth of the Primo Parties in Article IV that are not subject to materiality qualifications will this Agreement must be true and correct accurate in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted (except for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such a specific date, which representations and warranties (must be accurate in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and all material respects as of such date;), except in each case to the extent any such representation or warranty contains a materiality qualification, in which case such representation or warranty must be accurate in all respects, and (ii) the Primo Parties must perform and comply in all material respects with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing. (b) Each Buyer Party will have performed of the following documents must be delivered to the Seller and complied with each must be dated as of its agreements contained the Closing Date: (i) the Xxxx of Sale, executed by the Buyer; (ii) the Non-Competition Agreement, executed by the Buyer; (iii) the Trademark Sublicense Agreement, executed by the Buyer; (iv) the Registration Rights Agreement Amendment, executed by the Buyer; (v) the Services Agreement, executed by the Buyer; and (vi) a certificate of an officer of Primo Parent, in this Agreement form and substance reasonably satisfactory to the Seller, certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors of Primo Parent authorizing the performance of the Transactions and the Ancillary Agreements execution and delivery of the Transaction Documents to which such Buyer Party it is a party and that such resolutions are still in effect; (vii) such other documents as the Seller may reasonably request for the purpose of (A) evidencing the accuracy of each Primo Party’s representations and warranties, (B) evidencing each Primo Party’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by such Primo Party, (C) evidencing the satisfaction of any condition referred to in this Section 5.2, (D) complying with all material respects;applicable securities Law or (E) otherwise facilitating the performance of the Transactions. (c) The Toronto Stock Exchange will have accepted notice There must not be any Proceeding pending or threatened against any Culligan Party or any of their respective Affiliates that (i) challenges or seeks damages or other relief in connection with any of the issuance and sale Transactions or (ii) may have the effect of making illegal or interfering with any of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Transactions.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at on or prior to before the ClosingClosing Date: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications V hereof will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been were substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in throughout such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Partiesmade pursuant to Section 3.3(a) or 5.6 hereof), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and or complied with each all of its the covenants and agreements contained in required to be performed or complied with by it under this Agreement and through the Ancillary Agreements to which such Buyer Party is a party in all material respectsClosing; (c) The Toronto Stock Exchange will All applicable waiting periods (and any extensions thereof) under the HSR Act shall have accepted notice expired or otherwise been terminated, and all governmental filings, authorizations and approvals that are required for the consummation of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares transactions contemplated hereby will have been conditionally approved for listing, subject duly made and obtained on terms reasonably satisfactory to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterSellers; (d) Each Pre-Closing Consent No action or proceeding before any court or government body will be pending or threatened wherein an unfavorable judgment, decree, injunction or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded and no notice will have been obtained and be received regarding any investigation, or other conditions or events, that could result in full force and effectany such action or proceeding being pending or threatened; (e) No Law Parent shall have delivered to the Sellers its irrevocable corporate guarantee, in form and substance as set forth in EXHIBIT C attached hereto (the "PARENT GUARANTEE"), guaranteeing the performance of Buyer's obligations under this Agreement; (f) Sellers shall have received from Xxxxxxxx & Xxxxx, counsel for the Buyer, an opinion with respect to the matters set forth in EXHIBIT B attached hereto, which opinion shall be addressed to the Sellers, dated the Closing Date, and in form and substance reasonably satisfactory to the Sellers and their counsel; (g) On or Governmental Order prohibits prior to the ClosingClosing Date, Buyer will have delivered to Representative all of the following: A. a certificate from Buyer, dated the Closing Date, stating that the preconditions specified in Sections 2.2(a) through (d) above, inclusive, have been satisfied; B. certified copies of the resolutions duly adopted by Buyer's board of directors and shareholders authorizing Buyer's execution, delivery, and performance of this Agreement and the transactions contemplated hereby; C. certified copies of the resolutions duly adopted by Parent's board of directors authorizing Parent's execution, delivery and performance of the Parent Guarantee; and D. such other documents or instruments as the Representative reasonably requests to effect the transactions contemplated hereby; and (fh) All proceedings to be taken by Buyer Parties will have delivered each in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by the Representative will be reasonably satisfactory in form and substance to the Representative. Any condition specified in this Section 2.2 may be waived by the Representative, provided that no such waiver will be effective unless it is obligated to deliver pursuant to Section 2.8(b)(iiset forth in a writing executed by Representative (which written waiver shall be effective against each of the Sellers).

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken by them at transactions contemplated hereunder on the Closing is Date are subject to the satisfaction or waiver, in whole at or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement)Closing Date, of each of the following conditions at or prior to the Closingprecedent: (a) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of the owner trustee of the Buyer on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) There shall have occurred a Completion of the Study-as-Planned Triggering Event, an Expansion of Enrollment Triggering Event or a Terminate for Efficacy Triggering Event. (c) In the event of an occurrence of a Completion of the Study-as-Planned Triggering Event, within [ * ] Business Days of such occurrence or, if the Seller fails to comply with its obligations under Section 5.1(c) within the time periods set forth therein, then such longer period as shall be required for the Seller to comply with such obligations, the Buyer shall have delivered a written notice to the Seller electing to proceed with the Closing. (d) The representations and warranties set forth of the Buyer contained in Article IV that are not subject to materiality qualifications will Section 3.2 shall be true and correct in all material respects at and as of the Closing Date as though then made at and as though of the Closing Date had been substituted for Date, except to the date extent any such representation or warranty expressly speaks as of this Agreement a particular date, in which case it shall be true and correct in all material respects as of such representations and warrantiesdate; provided, and that to the representations and warranties set forth in Article IV extent that are subject to materiality qualifications will any such representation or warranty is qualified by the term “material,” such representation or warranty (as so written, including the term “material”) shall be true and correct in all respects at and as of the Closing Date or such other date, as though then made applicable, and as though the Seller shall have received a certificate executed by a duly authorized person of the owner trustee of the Buyer on the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true certifying on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice behalf of the issuance and sale Buyer to the effect of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect;foregoing. (e) No Law There shall not have been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or Governmental Order prohibits restricting the Closing; andconsummation of the transactions contemplated by this Agreement. (f) Buyer Parties will There shall not have delivered each been instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the certificatestransactions contemplated hereby, instruments and (ii) seeking to obtain material damages in connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Payment Stream. (g) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated the Closing Date, certifying as to the incumbency of the officers executing this Agreement on behalf of the Buyer. (h) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN certifying that the Buyer is exempt from U.S. federal withholding Tax under a United States income Tax treaty, or other documents that it is obligated appropriate form in order to deliver pursuant to Section 2.8(b)(ii)avoid Tax withholding.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing: (a) The representations and warranties set forth made in Article IV that are not subject to materiality qualifications will VI hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesClosing, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct Buyer shall have performed in all material respects at all the covenants and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement agreements required to be performed by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need hereunder prior to have been true on and as of such datethe Closing; (b) Each Buyer Party will have performed and complied with each Satisfaction of its agreements contained all of the conditions listed in this Agreement and Section 3.2 of the Ancillary Agreements to which such Buyer Party is a party in all material respectsCompany Acquisition Agreement; (c) The Toronto Stock Exchange will have accepted notice No suit, action or other proceeding shall be pending before any court or governmental or regulatory official, body or authority wherein an unfavorable injunction, judgment, order, decree or ruling would (i) prevent consummation of the issuance and sale of transactions contemplated by this Agreement or (ii) cause the Purchase Price Shares transactions contemplated by this Agreement to be rescinded following consummation, and no such injunction, judgment, order, decree or ruling shall be in effect; and (d) At the Closing, Buyer shall have delivered to the Sellers (i) a certificate signed by Buyer, dated the date of the Closing, stating that the conditions specified in subsection (a) above have been satisfied, (ii) certified copies of the resolutions of Buyer's board of directors authorizing the execution, delivery and performance of this Agreement and the Purchase Price Shares will have been conditionally approved other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (iii) good standing certificates for listingBuyer for each jurisdiction in which Buyer is qualified to do business as a foreign corporation, subject in each case dated as of a recent date prior to the satisfaction Closing Date, and (iv) such other documents or instruments as are required to be delivered by Buyer at the Closing pursuant to the terms hereof or that the Sellers reasonably request prior to the Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Buyer in connection with the consummation of the conditions transactions contemplated hereby and all documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by the Sellers shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified in this Section 3.2 may be waived if such waiver is set out forth in a writing duly executed by the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Sellers.

Conditions to the Seller’s Obligations. The obligation of Sellers’ obligations to perform the Sellers to take the actions required Transactions contemplated to be taken by them at performed on or before the Closing is Date are subject to the satisfaction satisfaction, or waiver, in whole or in part, in written waiver by the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement)Representative, of each of the following conditions at or prior to the Closingconditions: (a) The (i) all of the representations and warranties set forth of the Buyer in Article IV that are not subject to materiality qualifications will be true and correct this Agreement must have been accurate in all material respects at and as of the Closing Date date hereof and must be accurate in all material respects as though then if made and as though on the Closing Date had been substituted for Date, (ii) the date Buyer must have performed and complied with all of its covenants and agreements in this Agreement in such representations and warrantiesto be performed prior to or at the Closing, and (iii) the Buyer must deliver to the Sellers’ Representative at the Closing a certificate, in form and substance reasonably satisfactory to the Sellers’ Representative, confirming satisfaction of the conditions in clauses (i) and (ii) above; provided, however, that such certificate, for purposes of the obligations under Article X, will certify that all of the representations and warranties set forth of the Buyer in Article IV that this Agreement are subject to materiality qualifications will be true and correct accurate in all respects at and as of if made on the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such dateDate; (b) Each Buyer Party will have performed and complied with each of its agreements contained the following documents must have been delivered to the Sellers’ Representative: (i) the Sellers’ Employment Agreements, executed by the Buyer or a Company, as applicable; (ii) confirmation that the Cash Amount due to Sellers and the A/P Amount as required in this Agreement and shall be satisfied as part of the Ancillary Agreements transactions that occur as part of the Closing; (iii) receipt of Buyer’s stock certificates in the name of each Seller representing their respective portion of the Share Amount; and (iv) receipt of options to which such Buyer Party is a party purchase common stock of the Parent, in all material respects;the name of each Seller, as set forth in Section 2.2(c). (c) The Toronto Stock Exchange will all applicable waiting periods (and any extensions thereof) under the HSR Act must have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have expired or otherwise been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)terminated.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken by them at transactions contemplated hereunder on the Closing is Date are subject to the satisfaction or waiver, in whole at or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement)Closing Date, of each of the following conditions at or prior to the Closingprecedent: (a) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied by it under this Agreement at or prior to the Closing Date. (b) The representations and warranties set forth of the Buyer contained in Article IV that are not subject to materiality qualifications will Section 4.2 shall be true and correct in all material respects at and as of the Closing Date as though then made at and as though of the Closing Date had been substituted for Date, except to the date extent any such representation or warranty expressly speaks as of this Agreement a particular date, in which case it shall be true and correct in all material respects as of such representations and warrantiesdate; provided, and that to the representations and warranties set forth in Article IV extent that are subject to materiality qualifications will any such representation or warranty is qualified by the term “material,” such representation or warranty (as so written, including the term “material”) shall be true and correct in all respects at and as of the Closing Date or such other date, as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;applicable. (c) The Toronto Stock Exchange will There shall not have accepted notice been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the issuance and sale of transactions contemplated by the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;this Agreement. (d) Each Pre-Closing Consent will There shall not have been obtained and instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in full force and effect;connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s receipt of the Purchased Assets. (e) No Law or Governmental Order prohibits The Buyer shall have delivered to the Closing; andSeller the duly executed Xxxx of Sale and Assignment and Assumption Agreement. (f) The Buyer Parties will shall have delivered each to the Seller the duly executed Buyer Closing Certificate. (g) The Buyer shall have delivered to the Seller the Buyer Opinion. (h) The Buyer shall have delivered to the Seller the Notice of Assignment and Licensee Direction Letter duly executed by the certificatesBuyer, instruments and other documents that it is obligated which the Buyer will deliver to deliver pursuant to Section 2.8(b)(ii)the Licensee following the Closing.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction (or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each waiver) of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth of the Buyer and Buyer Parent contained in Article IV that are not subject to materiality qualifications will be 5 hereof shall have been true and correct in all material respects at (or, to the extent qualified by materiality within any such representation or warranty, true and correct in all respects) as of the date of this Agreement and as of the Closing Date Date, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties that address matters only as though then made and as though the Closing Date had been substituted for of the date of this Agreement or any other particular date (in which case such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be shall have been true and correct in all material respects at and as of (or, to the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in extent qualified by materiality within any such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been warranty, true on and correct in all respects) as of such particular date); (b) Each the Buyer Party will and Buyer Parent shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all of the covenants and agreements required to be performed by each of them under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will have accepted notice of the issuance all consents, approvals, Filings, waivers, or concessions required from third parties set forth on Schedule 9.01(c) and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will all Communications Regulatory Authority Consents set forth on Schedule 3.03(c) shall have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval lettermade or obtained; (d) Each Pre-Closing Consent will have been obtained and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a Governmental Authority or pursuant to Applicable Law shall be in full force effect which prohibits, restrains or renders illegal the consummation of the transactions contemplated hereby or would cause such transactions to be rescinded, nor shall any proceeding brought by any Governmental Authority seeking any of the foregoing be pending, and effectthere shall not be any action taken, or any Applicable Law enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement which makes the consummation thereof, as contemplated herein, illegal; (e) No Law or Governmental Order prohibits the ClosingEscrow Agreement shall have been executed and delivered by Buyer and the Escrow Agent; and (f) the Buyer Parties will shall have delivered each to Parent a certificate, executed by the chief executive or financial officer of the certificatesBuyer, instruments dated as of the Closing Date, certifying that the conditions set forth in Sections 9.02(a) and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii).(b) have been satisfied. 42185384v.30

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing: (a) The representations and warranties set forth made in Article IV that are not subject to materiality qualifications will VI hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesDate, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct Buyer shall have performed in all material respects at all the covenants and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement agreements required to be performed by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need hereunder prior to have been true on and as of such datethe Closing; (b) Each Buyer Party will have performed and complied with each Satisfaction of its agreements contained all of the conditions listed in this Agreement and Section 3.2 of the Ancillary Agreements to which such Buyer Party is a party in all material respectsCompany Acquisition Agreement; (c) The Toronto Stock Exchange will have accepted notice No suit, action or other proceeding shall be pending before any court or governmental or regulatory official, body or authority wherein an unfavorable injunction, judgment, order, decree or ruling would (i) prevent consummation of the issuance and sale of transactions contemplated by this Agreement or (ii) cause the Purchase Price Shares transactions contemplated by this Agreement to be delivered to the Sellers rescinded following consummation, and the Purchase Price Shares will have been conditionally approved for listingno such injunction, subject to the satisfaction of the conditions set out judgment, order, decree or ruling shall be in the Toronto Stock Exchange conditional approval letter;effect; and (d) Each Pre-Closing Consent will At the Closing, Buyer shall have delivered to the Seller Representative (i) a certificate signed by Buyer, dated the date of the Closing, stating that the conditions specified in subsection (a) above have been obtained and be in full force and effect; satisfied, (eii) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each certified copies of the certificatesresolutions of Buyer's board of directors authorizing the execution, instruments delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (iii) good standing certificates for Buyer for each jurisdiction in which Buyer is qualified to do business as a foreign corporation, in each case dated as of a recent date prior to the Closing Date, and (iv) such other documents that it is obligated or instruments as are required to deliver be delivered by Buyer at the Closing pursuant to the terms hereof or that the Sellers reasonably request prior to the Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by Buyer to effect the transactions contemplated hereby reasonably requested by the Sellers shall be reasonably satisfactory in form and substance to the Seller Representative. Any condition specified in this Section 2.8(b)(ii)3.2 may be waived if such waiver is set forth in a writing duly executed by the Seller Representative.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction (or waiver, waiver by the Seller in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each writing) of the following conditions at or prior to as of the ClosingClosing Date: (a) (i) The representations and warranties set forth in Article IV VI (other than the Purchaser Fundamental Reps and those representations and warranties that are not subject to materiality qualifications will address matters as of particular dates) shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesmade, and (ii) the representations and warranties set forth in Article IV VI that are subject address matters as of particular dates (other than the Purchaser Fundamental Reps) shall be true and correct as of such dates, except for any failure of any such representations and warranties referenced in clauses (i) and (ii) above to materiality qualifications will be so true and correct have not had a materially adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement, and (iii) the Purchaser Fundamental Reps shall be true and correct in all but de minimis respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datemade; (b) Each Buyer Party will The Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all the covenants and agreements that are required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will applicable waiting periods under the HSR Act shall have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have expired or been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterterminated; (d) Each Pre-Closing Consent will No judgment, decree or judicial order shall have been obtained and entered which prevents the performance of a material part of this Agreement or the consummation of a material part of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be in full force and effect;rescinded; and (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will The Purchaser shall have delivered each to the Seller a certificate of the certificatesPurchaser, instruments executed by an authorized officer thereof and other documents dated as of the Closing Date, stating that it is obligated the conditions specified in Sections 3.02(a) and 3.02(b) have been satisfied. If the Closing occurs, all closing conditions set forth in this Section 3.02 which have not been fully satisfied as of the Closing shall be deemed to deliver pursuant to Section 2.8(b)(ii)have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to transactions contemplated by this Agreement shall be taken by them at the Closing is subject to the satisfaction fulfillment at or waiver, in whole or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), Closing of each of the following conditions at or prior to the Closingconditions: (a) The All representations and warranties set forth made by the Purchaser in Article IV that are not subject to materiality qualifications will this Agreement shall be true true, correct and correct complete in all material respects at on the date hereof and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and were made as of the Closing Date as though then made Date, and as though the Closing Date had been substituted for Purchaser shall have duly performed or complied with all of the date covenants, objections and conditions to be performed or complied with by it under the terms of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation on or warranty expressly made as of a specified date will only need prior to have been true on and as of such date;or at Closing. (b) Each Buyer Party will have performed All authorizations or approvals or other action required in connection with the execution, delivery and complied with performance of this Agreement, and each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice other Operative Documents by the Purchaser of the issuance transactions contemplated hereby and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will thereby shall have been obtained and shall be in full force and effect. (c) Prior to or at Closing, the Purchaser shall have delivered to the Seller such closing documents as shall be reasonably requested by the Seller in order to consummate the transactions contemplated herein that are in form and substance reasonably acceptable to the Seller’s legal counsel, including the following: (i) a certificate of the Purchaser over the signature of its President or a Vice President of the Purchaser, dated the Closing Date, to the effect that (1) the person signing such certificate is familiar with this Agreement and (2) the conditions specified in Section 8.3(a) and (b) have been satisfied; (eii) No Law a certificate of the Secretary or Governmental Order prohibits Assistant Secretary of the ClosingPurchaser dated the Closing Date, as to the incumbency of any officer of the Purchaser executing this Agreement or any document related thereto and covering such other matters as the Seller may reasonably request; (iii) a certified copy of (1) the Certificate of Incorporation and by-laws of the Purchaser and all amendments thereto and (2) the resolutions of the Purchaser’s Board of Directors authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby; (iv) the Purchase Price, as set forth in Section 4.1; and (fv) Buyer Parties will have delivered each of the certificates, instruments and such other documents that it is obligated or instruments as the Seller reasonably requests to deliver pursuant to Section 2.8(b)(ii)effect or evidence the transactions contemplated hereby.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to transactions contemplated by this Agreement shall be taken by them at the Closing is subject to the satisfaction fulfillment at or waiver, in whole or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), Closing of each of the following conditions at or prior to the Closing:conditions. (a) The All representations and warranties set forth made by the Purchaser in Article IV that are not subject to materiality qualifications will this Agreement shall be true true, correct and correct complete in all material respects at on the date hereof and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and were made as of the Closing Date as though then made and as though the Closing Date had been substituted for (or on the date when made in the case of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as which specifically relates to an earlier date), and the Purchaser shall have duly performed or complied in all material respects with all of a specified date will only need the covenants, obligations and conditions to have been true be performed or complied with by it under the terms of this Agreement on and as of such date;or prior to or at Closing. (b) Each Buyer Party will Prior to or at Closing, the Purchaser shall have performed delivered to the Seller such closing documents as shall be reasonably requested by the Seller in form and complied substance reasonably acceptable to the Seller's counsel, including the following: (i) the Assignment and Assumption Agreement; (ii) the Other Documents; (iii) a certificate of an authorized officer of the Purchaser, dated the Closing Date, to the effect that (1) the Person signing such certificate is familiar with each of its agreements contained in this Agreement and (2) the Ancillary Agreements conditions specified in Section 6.3(a) have been satisfied; (iv) a certificate of the Secretary or Assistant Secretary of the Purchaser, dated the Closing Date, as to which the incumbency of any officer of the Purchaser executing this Agreement, the Other Document or any document related thereto and covering such Buyer Party is other matters as the Seller may reasonably request; (v) a party in certified copy of (1) the Certificate of Incorporation and by-laws of the Purchaser and all material respects;amendments thereto and (2) the resolutions of the Purchaser's Board of Directors authorizing the execution, delivery and consummation of this Agreement, the Other Documents and the transactions contemplated hereby and thereby; and (vi) such other documents or instruments as the Seller reasonably requests to effect the transactions contemplated hereby. (c) The Toronto Stock Exchange will Purchaser shall have accepted notice of the issuance and sale of paid the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to as specified in Section 2.8(b)(ii)2.2.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken by them at transactions contemplated hereunder on the Closing is Date are subject to the satisfaction or waiver, in whole at or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement)Closing Date, of each of the following conditions at or prior to the Closingprecedent: (a) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (b) The representations and warranties set forth of the Buyer contained in Article IV that are not subject to materiality qualifications will Section 4.2 shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as though then made at and as though the Closing Date had been substituted for of the date hereof and Closing Date, respectively, except to the extent any such representation or warranty expressly speaks as of this Agreement a particular date, in which case it shall be true and correct in all material respects as of such representations date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall have been true and warranties, correct in all respects as of the date hereof and the representations and warranties set forth in Article IV that are subject to materiality qualifications will shall be true and correct in all respects at and as of the Closing Date or such other date, as though then made and as though applicable. The Seller shall have received a certificate executed by a duly authorized person of Buyer, on the Closing Date had been substituted for certifying on behalf of the date Buyer to the effect of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;foregoing. (c) The Toronto Stock Exchange will There shall not have accepted notice been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;transactions contemplated by this Agreement. (d) Each Pre-Closing Consent will There shall not have been obtained and instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in full force and effect;connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (e) No Law or Governmental Order prohibits The Seller shall have received a fully executed copy of the Closing; andCredit Agreement. (f) The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8BEN-E certifying that the beneficial owner of the Royalty Payments is exempt from U.S. federal withholding Tax in respect of all payments with respect to the Revenue Participation Right under an applicable United States income Tax treaty with a statement that Buyer Parties will is a disregarded entity for United States federal income tax purposes. (g) The Buyer shall have delivered each to the Seller standard existence and authority opinions in respect of the certificatesBuyer, instruments enforceability opinions on this Agreement, and other an opinion that this Agreement does not conflict with the organizational documents that it is obligated of the Buyer or applicable law, each such opinion in a form previously agreed upon by the Seller and the Buyer. (h) The Seller shall have received a certificate of an authorized person of the owner trustee of the Buyer, dated the Closing Date, certifying as to deliver pursuant to Section 2.8(b)(ii)the incumbency of the officers executing this Agreement on behalf of the Buyer.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take assign and transfer the actions required WEST Funding Membership Interest on the Initial Closing Date and to assign and transfer the Remaining Engines or Engine Interest in the related Engine Trusts on any Delivery Date shall be taken by them at the Closing is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closingconditions: (a) The All representations and warranties set forth of WEST and WEST Funding contained in Article IV that are not subject to materiality qualifications will this Agreement shall be true and correct in all material respects at as of the Initial Closing Date and as of each such Delivery Date, as applicable, with the Closing Date same effect as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties)had been made on such date, except that any representation or warranty expressly to the extent made as of a specified date will only need another date, and the covenants and agreements contained in this Agreement to be complied with by WEST and WEST Funding on or before the Initial Closing Date or such Delivery Date, as applicable, shall have been true on complied with in all material respects, and as the Seller shall have received a certificate from WEST to such effect signed by a Controlling Trustee of such dateWEST; (b) Each Buyer Party will No proceeding shall have performed been commenced by or before any Governmental Authority against the Seller, WEST or WEST Funding, seeking to restrain or materially and complied with each of its agreements contained in adversely alter the transactions contemplated by this Agreement and which, in the Ancillary Agreements reasonable, good faith determination of the Seller, is likely to which render it impossible or unlawful to consummate such Buyer Party is a party in all material respectstransactions; provided, however, that the provisions of this Section 5.02(b) shall not apply if the Seller has directly or indirectly solicited or encouraged any such proceeding; (c) The Toronto Stock Exchange will Seller shall have accepted notice received a true and complete copy, certified by a Controlling Trustee of WEST, of the issuance resolutions duly and sale validly adopted by the Controlling Trustees of WEST evidencing its authorization of the Purchase Price Shares to be delivered to the Sellers execution and delivery of this Agreement and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction consummation of the conditions set out in the Toronto Stock Exchange conditional approval lettertransactions contemplated hereby; (d) Each Pre-Closing Consent will The Seller shall have been obtained received a certificate of a Controlling Trustee of WEST certifying the names and signatures of the Controlling Trustees of WEST authorized to sign this Agreement and the other documents to be in full force and effectdelivered hereunder; (e) The Seller shall have received from Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP a legal opinion, addressed to the Seller and dated on the Initial Closing Date or Delivery Date, as applicable; (f) WEST shall have received the proceeds of the Notes to be issued under the Indenture; (g) No Law event or Governmental Order prohibits events shall have occurred, or be reasonably likely to occur, which, individually or in the Closingaggregate, have, or could have, a Material Adverse Effect; and (fh) Buyer Parties will have delivered each Each of the certificatesitems listed in Section 2.01(d) or Section 2.02(d), instruments as applicable, each in form and other documents that it is obligated substance satisfactory to deliver pursuant to Section 2.8(b)(ii)the Seller in its sole and absolute discretion.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken by them at transactions contemplated hereunder on the Closing is Date are subject to the satisfaction or waiver, in whole at or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement)Closing Date, of each of the following conditions at or prior to the Closingprecedent: (a) The Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed and complied with by it under this Agreement at or prior to the Closing Date, and the Seller shall have received a certificate executed by a duly authorized person of the Buyer, on the Closing Date certifying on behalf of the Buyer to the effect of the foregoing. (b) The representations and warranties set forth of the Buyer contained in Article IV that are not subject to materiality qualifications will ‎Section 4.2 shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date as though then made at and as though the Closing Date had been substituted for of the date hereof and Closing Date, respectively, except to the extent any such representation or warranty expressly speaks as of this Agreement a particular date, in which case it shall be true and correct in all material respects as of such representations date; provided, that to the extent that any such representation or warranty is qualified by the term “material,” or “Material Adverse Effect” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall have been true and warranties, correct in all respects as of the date hereof and the representations and warranties set forth in Article IV that are subject to materiality qualifications will shall be true and correct in all respects at and as of the Closing Date or such other date, as though then made and as though applicable. The Seller shall have received a certificate executed by a duly authorized person of Buyer, on the Closing Date had been substituted for certifying on behalf of the date Buyer to the effect of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;foregoing. (c) The Toronto Stock Exchange will There shall not have accepted notice been issued and be in effect any Judgment of any Governmental Entity enjoining, preventing or restricting the consummation of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;transactions contemplated by this Agreement. (d) Each Pre-Closing Consent will There shall not have been obtained and instituted or be pending any action or proceeding by any Governmental Entity or any other Person (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the transactions contemplated hereby, (ii) seeking to obtain material damages in full force and effect;connection with the transactions contemplated hereby or (iii) seeking to restrain or prohibit the Buyer’s purchase of the Revenue Participation Right. (e) No Law or Governmental Order prohibits The Seller shall have received a fully executed copy of the Closing; andNote Purchase Agreement. (f) Buyer Parties will The Seller shall have delivered each received a certificate of an authorized person of the certificatesBuyer, instruments and other documents that it is obligated dated the Closing Date, certifying as to deliver pursuant to Section 2.8(b)(ii)the incumbency of the officers executing this Agreement on behalf of the Buyer.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, waiver in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each writing of the following conditions at or prior to as of the ClosingClosing Date: (a) The All representations and warranties set forth of the Purchaser contained in Article IV that are not subject to this Agreement (which for purposes of this paragraph shall be read as though none of them contained any materiality qualifications will or material adverse effect qualifier or exception) shall be true and correct in all material respects at on the date of this Agreement and as of the Closing Date with the same effect as though then made and as though of the Closing Date had been substituted for Closing, except where the date failure of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though applicable time would not in the Closing Date had been substituted for aggregate have a material adverse effect on the date ability of the Purchaser to complete the transactions contemplated by this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such dateAgreement; (b) Each Buyer Party will The Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects with all of the covenants required to be performed by the Purchaser under this Agreement on or before the Closing; (c) The Toronto Stock Exchange will have accepted notice All governmental filings, authorizations and approvals that are required for the consummation of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will transactions contemplated hereby shall have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterduly made and obtained; (d) Each Pre-Closing Consent will have been obtained and There shall be no action, proceeding, order, judgment, decree, writ or injunction of any governmental entity of competent jurisdiction that is in full force and effecteffect that prohibits or restrains the consummation of the transactions contemplated hereby; (e) No Law On or Governmental Order prohibits before the ClosingClosing Date, the Purchaser shall have executed and delivered to the Sellers: (i) the Transition Agreement; and (fii) Buyer Parties will have delivered each the Customer List Agreement; (iii) the Supply Agreement; (iv) the Lease Agreements; (v) a sublease (the “Ground Sublease”) granting to J&P Operations the right as a subtenant to use a certain portion of the certificatesreal property that is the subject of the ground lease agreement attached hereto as Exhibit B, instruments such Ground Sublease to be in substantially in the form of Exhibit B, and other documents an equipment sublease (the “Equipment Sublease” and together with the Ground Sublease, the “Subleases”) granting to J&P Operations the right as a subtenant to use a certain portion of the equipment that it is obligated subject of the equipment lease agreement attached hereto as Exhibit C, such Equipment Sublease to deliver pursuant be substantially in the form of Exhibit C, except that (A) the Subleases will terminate, unless otherwise agreed by the parties thereto, on September 15, 2007 and (B) the total sublease payments due under the Subleases will be $150,000.00, which will be paid on the earlier of (1) May 1, 2007 and (2) the closing of the sale by JPO to a third party of the real property that is the subject of the ground lease agreement; and (vi) a certificate from the Purchaser in a form reasonably satisfactory to the Sellers, dated the Closing Date, stating that the conditions specified in Section 2.8(b)(ii)6.2(a) and Section 6.2(b) have been satisfied.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will V shall be true correct and correct complete in all material respects at as of the date hereof and shall be correct and complete in all material respects as of the Closing Date as though then made on and as though of the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesDate, and the except that those representations and warranties set forth in Article IV that by their terms are subject to qualified by materiality qualifications will shall be true correct and correct complete in all respects at as of the date hereof and shall be correct and complete in all respects as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datethe Closing Date; (b) Each Buyer Party will shall have performed all of the covenants and complied with each of its agreements contained in required to be performed by it under this Agreement and at or prior to the Ancillary Agreements to which such Buyer Party is a party Closing in all material respects; (c) The Toronto Stock Exchange will no judgment, decree or order shall have accepted notice been entered which would prevent the performance of this Agreement or the consummation of any of the issuance and sale of transactions contemplated hereby, declare unlawful the Purchase Price Shares transactions contemplated by this Agreement or cause such transactions to be delivered to the Sellers and the Purchase Price Shares will rescinded, no proceeding or lawsuit shall have been conditionally approved commenced by any Governmental Entity for listingthe purpose of obtaining any such judgment, subject decree or order and no written notice shall have been received from any Governmental Entity indicating an intent to restrain, prevent, materially delay or restructure the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval lettertransactions contemplated hereby; (d) Each Pre-Closing Consent will the Escrow Agent and Buyer shall have been obtained each executed and be in full force and effectdelivered signatures to the Escrow Agreement to Buyer; (e) No Law or Governmental Order prohibits Buyer shall have delivered the Closing; andPurchase Price to the Sellers; (f) Buyer Parties will shall have delivered to the Sellers each of the certificatesfollowing: (i) a mutually agreed upon form of closing certificate of Buyer dated as of the Closing Date, instruments stating that the preconditions specified in Sections 3.02(a) and other documents 3.02(b) have been satisfied; (ii) certified copies of the certificate of formation and Partnership Agreement of Buyer; (iii) certified copies of the resolutions duly adopted by Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement; (iv) an opinion of Txxxxxxx & Kxxxxx LLP, counsel to the Buyer, dated the Closing Date, substantially in the form attached hereto as Exhibit D-2; and (v) an opinion of Txxxxxxx & Knight LLP, counsel to the Buyer, dated the Closing Date, substantially in the form attached hereto as Exhibit D-2, which includes the opinion that it Buyer is obligated to deliver pursuant to and has been properly treated as a partnership for federal income tax purposes (taking into account the applicability of Section 2.8(b)(ii)7704 of the Code) for each year for which the applicable statute of limitations remains open for the assessment of Tax upon Buyer.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken by them transactions contemplated hereby at the Closing is subject to the satisfaction or waiver, in whole or in part, in waiver by the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each Seller of the following conditions at on or prior to before the ClosingClosing Date: (a) The the representations and warranties set forth in Article IV that are not subject to materiality qualifications will of the Purchaser contained herein shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects were made at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such dateAgreement; (b) Each Buyer Party will the Purchaser shall have performed entered into the Stock Purchase Agreement pursuant to which the Purchaser shall have agreed to acquire all of the issued and complied with each outstanding common stock of its agreements the Corporation owned by Xxxxxx X. Xxxxx, on the terms and conditions contained in this Agreement the Stock Purchase Agreement, and the Ancillary Agreements closing of such transaction shall take place simultaneously with the Closing under this Agreement, it being the intention of the parties hereto that the Purchaser shall acquire all of the issued and outstanding common stock of the Corporation; provided, however, that the Seller shall have no obligation in any manner to which such Buyer Party is a party arrange for, facilitate or cause the closing of the transactions under the Stock Purchase Agreement nor shall it have liability with respect to any of Xxxxx'x or the Corporation's obligations in all material respectsrespect thereto; (c) The Toronto Stock Exchange will the Purchaser shall have accepted notice of the issuance performed and sale of the Purchase Price Shares complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be delivered performed or complied with by it on or prior to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterClosing; (d) Each Pre-Closing Consent will the Seller shall have received a duly executed certificate of an authorized officer of the Purchaser to the effect that the conditions in paragraphs (a) and (c) have been obtained satisfied; (e) the Purchaser shall have delivered to the Seller an opinion of Greenberg, Traurig, et. al., counsel to the Purchaser, substantially in the form of Schedule 5.01(e) hereto; (f) all corporate actions, proceedings, instruments and documents of the Purchaser required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Seller, and such counsel shall have been furnished with such certified copies of such corporate actions and proceedings and such other instruments, documents and opinions as it shall have reasonably requested; (g) the Stock Purchase Agreement shall have been executed and delivered by the parties thereto, shall be in full force and effect; (e) No Law or Governmental Order prohibits , and no material defaults shall exist thereunder on the Closingpart of any party thereto; and (fh) Buyer Parties will the Purchaser shall have delivered each of tendered to the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Seller the Purchase Price.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take the actions required to be taken by them it at the Closing is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ Seller's sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties)warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datedate (without taking into account any supplemental disclosures after the date of this Agreement by the Buyer or the discovery of information by Seller); (b) Each Buyer Party shall have received at least Three Million Five Hundred Thousand Dollars ($3,500,000) for the sale of not more than 3,500,000 Shares of Buyer Convertible Shares; (c) Buyer will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;; and (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)2.3.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to Transactions shall be taken by them at the Closing is subject to the satisfaction or waiverfollowing conditions, for the exclusive benefit of the Seller, which may be waived by the Seller in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing: (a) The Buyer shall have performed and complied in all material respects with all covenants and obligations in this Agreement to be complied with and performed by the Buyer at or before Closing. (b) All representations and warranties set forth of the Buyer in Article IV that are not subject to materiality qualifications will this Agreement shall be true and correct in all material respects at (or, if qualified by materiality, in all respects) as of the date of Closing with the same force and effect as if such representations and warranties had been made on and as of that date, except: (i) to the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in extent that such representations and warrantieswarranties refer to an earlier date, and the in which case such representations and warranties set forth in Article IV that are subject to materiality qualifications will be shall have been true and correct in all material respects at (or, if qualified by materiality, in all respects) as of such earlier date; and (ii) for changes expressly contemplated and permitted by this Agreement. (c) No Buyer Material Adverse Effect shall have occurred since the date of this Agreement. (d) There shall be no Order or Applicable Law in effect that prohibits the consummation of the Transactions, provided that each Party shall have taken all actions required by Section 4.1(e) to prevent the occurrence or entry of such Order or Applicable Law and to remove or appeal such Order or Applicable Law as promptly as possible. (e) The Investor Rights Agreement shall have been entered into or shall be entered into concurrently with the Closing. (f) Subject to compliance with all of the requirements of the Investor Rights Agreement, the nominees of the Seller for appointment to the Buyer’s board of directors as contemplated in the Investor Rights Agreement shall have been appointed effective as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties Date. (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to g) The Debentures shall have been true restructured on terms and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;letter of intent included in the Buyer Disclosure Letter, such restructuring satisfactory to the Seller, acting reasonably. (dh) Each Pre-Closing Consent will The Buyer Shares shall have been obtained and be in full force and effect;delisted from the NYSE American. (ei) No Law or Governmental Order prohibits The M Grupo JV Arrangements shall have been terminated in accordance with the Closing; and (f) Transfer Agreement and the Buyer Parties will have delivered each Shares issuable to M Grupo on the Closing Date pursuant to the terms of the certificatesTransfer Agreement shall be issued concurrently with the issuance to the Seller of the Closing Date Consideration Shares. The foregoing conditions are for the exclusive benefit of the Seller and any such condition may be waived in whole or in part by the Seller at or prior to the Closing by delivering to the Buyer a written waiver to that effect executed by the Seller. Delivery of any such waiver shall be without prejudice to any rights and remedies at Applicable Law and in equity the Seller may have, instruments including any claims the Seller may have for breach of covenant, representation or warranty by the Buyer, and also without prejudice to the rights of termination of the Seller in the event of non-performance of any other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)conditions in whole or in part.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will VII shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been were substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in throughout such representations and warranties (in each case, without taking into account any supplemental disclosures after made by the date of this Agreement by Buyer PartiesPurchaser to the Seller pursuant to Sections 4.3(a) and 7.7 hereof), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will The Purchaser shall have performed and complied with each all of its the covenants and agreements contained in required to be performed by it under this Agreement and on or prior to the Ancillary Agreements to which such Buyer Party is a party in all material respectsClosing; (c) The Toronto Stock Exchange will have accepted notice All governmental filings, authorizations and approvals that are required for the transfer of the issuance Acquired Stock to the Purchaser and sale the consummation of the Purchase Price Shares to be delivered other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterSeller; (d) Each PreNo action, suit, or proceeding shall be pending before any court or quasi-Closing Consent will 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 prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company, and no judgment, decree, injunction, order or ruling shall have been obtained entered which has any of the foregoing effects; (e) Xxxxxx Xxxxxx and the Company shall have entered into the Employment Agreement, and the Employment Agreement shall be in full force and effect; (ef) No Law Xxxxxx Xxxxxx and the Company shall have entered into the Finder's Fee Agreement, and the Finder's Fee Agreement shall be in full force and effect; (g) Xxxxxx Xxxxxx and the Company shall have entered into the Stock Transfer Agreement, and the Stock Transfer Agreement shall be in full force and effect; (h) On or Governmental Order prohibits prior to the ClosingClosing Date, the Purchaser shall have delivered to the Seller all of the following: (i) a certificate from the Purchaser in a form reasonably satisfactory to the Seller, dated the Closing Date, stating that the preconditions specified in Sections 3.2(a) through (d), inclusive, have been satisfied; (ii) certified copies of the resolutions of the Purchaser's board of directors approving the transactions contemplated by this Agreement; and (fiii) Buyer Parties will have delivered each such other documents or instruments as the Seller may reasonably request to effect the transactions contemplated hereby; (i) All proceedings to be taken by the Purchaser in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by the Purchaser to effect the transactions contemplated hereby reasonably requested by the Seller shall be reasonably satisfactory in form and substance to the Seller; (j) Payoff letters with respect to all of the Company's Indebtedness outstanding as of the Closing and releases of any and all Liens held by third parties against property of the Company shall have been obtained; and (k) All guarantees of the Seller with respect to the Company's real estate lease shall have been released or the Seller shall have received an indemnity from the Purchaser in form and substance reasonably satisfactory to the Seller providing reasonably adequate security that the Seller will not become liable under such guarantees. Any condition specified in this Section 3.2 may be waived by the Seller; provided that no such waiver shall be effective unless it is obligated to deliver pursuant to Section 2.8(b)(ii)set forth in a writing executed by the Seller.

Conditions to the Seller’s Obligations. The obligation of the -------------------------------------- Sellers to take effect the actions required to transactions contemplated hereby shall be taken by them at the Closing is subject to the satisfaction following conditions, any one or waiver, more of which may be waived in whole or in part, part in writing for the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), account of each all of them by the following conditions at or prior to the ClosingRepresentatives: (a) The each of the representations and warranties set forth of Buyer contained in Article IV that are not subject to materiality qualifications will this Agreement shall be true and correct in all material respects at as of the date of this Agreement and (except to the extent any such representation or warranty speaks as of or is limited to an earlier date) as of the Closing Date Date; provided, however, that -------- ------- solely for purposes of determining the satisfaction of the conditions contained in this Section 6.3(a) and not for purposes of determining liability under Article VII hereof or otherwise, no effect shall be given to any exception in such representations and warranties relating to knowledge, materiality or material adverse effect, and such representations and warranties shall be deemed to be true and correct in all material respects only if the failure or failures of such representations and warranties to be so true and correct without regard to knowledge, materiality and material adverse effect exceptions do not represent in the aggregate a material adverse effect on Buyer and its controlled Affiliates; (b) Buyer shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) Buyer shall have delivered to the Sellers a certificate, dated as though then made of the Closing Date, from an officer of Buyer confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 6.3; (d) the Aggregate Revenue Run Rate as though of the fifth Business Day prior to the Closing Date had for those accounts with respect to which the consent contemplated by Section 5.2 has been substituted obtained in the manner contemplated therein shall not be less than 80% of the Aggregate Revenue Run Rate as of the fifth Business Day prior to the date of this Agreement; (e) the Aggregate Adjusted Assets Under Management as of the fifth Business Day prior to the Closing Date for those accounts (excluding, at the election of Xxxxx X. Xxxxxxx, any account opened after April 30, 2001 and prior to the date of this Agreement) with respect to which the consent contemplated by Section 5.2 has been obtained in the manner contemplated therein shall not be less than 80% of the aggregate amount in U.S. dollars of assets under management in all accounts managed by the Companies as of the close of business on the fifth Business Day prior to the date of this Agreement (excluding the same accounts as above and based on the fair market value of assets calculated as of the fifth Business Day prior to the date of this Agreement in such representations and warranties, and accordance with the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as terms of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in investment advisory agreement or limited partnership agreement applicable to such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Partiesaccounts), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (bf) Each Buyer Party will PCM (or a Wholly Owned Subsidiary of PCM) shall have performed and complied with been admitted as the sole general partner and/or the sole special limited partner, as the case may be, of each of its agreements contained the Funds in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved substitution for listingPVEP, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law CFSI, SPSM or Governmental Order prohibits the ClosingMCC, as applicable; and (fg) Buyer Parties will the parties hereto shall have delivered each of made or obtained all requisite regulatory notifications or approvals in form and substance reasonably satisfactory to the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Representatives.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will VI hereof shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been were substituted for the date of this Agreement in throughout such representations and warranties (other than such representations and warranties that specifically relate to an earlier date, which need only be true and correct in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and all respects as of such date); (b) Each Buyer Party will The Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects with all of the covenants and agreements required to be performed by it under this Agreement on or before the Closing; (c) The Toronto Stock Exchange will have accepted notice of All third party consents referred to in Schedule 5.3 (other than consent under the issuance and sale of the Purchase Price Shares Westamerica Equipment Leases referred to be delivered to the Sellers and the Purchase Price Shares will therein) shall have been conditionally approved for listing, subject obtained on terms reasonably satisfactory to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterSeller; (d) Each Pre-Closing Consent will All governmental filings, authorizations, and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained and be in full force and effecton terms reasonably satisfactory to the Seller; (e) No Law There shall be no action, proceeding, order, judgment, decree, writ, or Governmental Order injunction of any governmental entity of competent jurisdiction that is pending or in effect that prohibits or restrains the Closingconsummation of the transactions contemplated hereby; provided, however, that in the event of any such action, proceeding, order, judgment, decree, writ, or injunction, the Purchaser shall use its commercially reasonable efforts to cause such action, proceeding, order, judgment, decree, writ, or injunction to be complied with, lifted or vacated, as the case may be; (f) On or before the Closing Date, the Seller shall have received all of the following: (i) an Assignment and Assumption Agreement duly executed by Purchaser in substantially the form attached to this Agreement as Exhibit E; (ii) an Assignment and Assumption of the Real Property Lease duly executed by Purchaser in substantially the form attached to this Agreement as Exhibit F; (iii) a certificate from an authorized officer of the Purchaser in a form reasonably satisfactory to the Seller, dated the Closing Date, stating that the conditions specified in Sections 3.2(a), (b) and (c) have been satisfied; and (fiv) Buyer Parties will such other affidavits, documents or instruments as the Sellers may reasonably request to effect the transactions contemplated hereby; (v) signature pages to the Escrow Agreement duly executed by the Purchaser and the Escrow Agent; (g) The Seller and each guarantor who is a Shareholder or Affiliate of Seller shall have delivered each of been released from all obligations under the certificatesContracts set forth on Schedule 2.3(e) (other than the Westamerica Equipment Leases), instruments and other documents upon terms reasonably satisfactory to the Seller. Any condition specified in this Section 3.2 may be waived by the Seller in its sole discretion; provided that no such waiver shall be effective unless it is obligated to deliver pursuant to Section 2.8(b)(ii)set forth in a writing executed by the Seller.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller’s obligations to take the actions required to be taken by them at consummate the Closing is are subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each following conditions precedent being satisfied as of the following conditions at Closing Date (or prior to waived by the Closing:Seller): (a) The Each of the Partnership and MHI Inc.’s representations and warranties set forth contained in Article IV that are not subject to materiality qualifications will this Agreement (other than the representations and warranties in Section 2.01(k)) shall be true and correct in all material respects at and as of the Closing Date with the same effect as though then made on such date (except for representations and warranties that address matters only as though the Closing Date had been substituted for the date of this Agreement a particular date, in which case such representations and warrantieswarranties are true and correct of such particular date, and the except for representations and warranties set forth in Article IV that are subject qualified as to materiality qualifications will by reference to “material”, “materiality” or “Material Adverse Effect”, which representations and warranties shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Partiesrespects), except that any representation or warranty expressly made as of and the Partnership and MHI Inc. shall have executed and delivered to the Seller at Closing a specified date will only need to have been true on and as of such date;certificate confirming the foregoing. (b) Each Buyer Party will have performed of the Partnership and complied with each of its MHI Inc.’s covenants and agreements contained in this Agreement and to be performed at or prior to the Ancillary Agreements to which such Buyer Party is a party Closing shall have been performed in all material respects;respects at or prior to the Closing, including but not limited to the full payment of the Share Consideration, and the Partnership and MHI Inc. shall have executed and delivered to the Seller at Closing a certificate confirming the foregoing. (c) The Toronto Stock Exchange will Since the date of this Agreement, there shall have accepted notice of been no MHI Material Adverse Effect, and no events, facts or circumstances shall have occurred which would result or which could reasonably be expected to result, individually or in the issuance aggregate, in an MHI Material Adverse Effect and sale of the Purchase Price Shares to be Partnership and MHI Inc. shall have executed and delivered to the Sellers and Seller at Closing a certificate confirming the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;foregoing. (d) Each Pre-of the Partnership and MHI Inc. shall have delivered to the Seller certificates dated within ten days before the Closing Consent will have been obtained Date from the appropriate office of the jurisdiction of organization of each the Partnership and be MHI Inc., certifying that each is validly existing and in full force and effect;good standing under the laws of such jurisdictions. (e) No Law The Partnership and MHI Inc. shall have delivered, and where applicable shall have duly executed, all the documents, certificates and other instruments required to be delivered at the Closing in accordance with Section 7.04(b) or Governmental Order prohibits the Closing; andany other express provision of this Agreement. (f) Buyer Parties will The Tiptree Nominee shall have delivered each been appointed to the Board of MHI Inc., pursuant to the terms and conditions of the certificatesInvestor Rights Agreement. (g) No temporary restraining order, instruments and preliminary or permanent injunction, or other documents order issued by any court of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect. No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any governmental agency that it is obligated to deliver pursuant to Section 2.8(b)(ii)makes the consummation of the transactions contemplated hereby illegal.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required transactions to be taken performed by them at it in connection with the Closing is subject to the satisfaction (or waiver, waiver by EPOD in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each writing) of the following conditions at or prior to as of the ClosingClosing Date: (a) The Each of the representations and warranties set forth in Article IV that are not subject to materiality qualifications Section 7 will be true and correct in all material respects at and as of the time of the Closing Date as though then made and as though the Closing Date had been substituted made, except for the date of changes expressly required by this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted except for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty that expressly made as of relates to a specified date will only need to have been true on and as of such specific prior date;. (b) Each The Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;respects with all of the covenants and agreements required to be performed by the Buyer under this Agreement at or prior to the Closing. (c) The Toronto Stock Exchange will have accepted notice There shall be no proceeding commenced or threatened against the Buyer or Sellers involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the issuance and sale transactions contemplated by this Agreement. (d) The pro forma consolidated financial statements of the Purchase Price Shares Buyer shall have been completed in accordance with the Exchange Act (as defined below), and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to be such financial statements completed and submitted. (e) Buyer shall have: (i) obtained shareholder approval for the consummation of the transaction set forth herein including, but not limited to, the Reverse Stock Split and Authorized Share Capital Increase, and change in control pursuant to Section 5.07 herein; (ii) obtained any and all other requisite approvals for the consummation of the transaction set forth herein (iii) filed a preliminary and a definitive Schedule 14C Information Statement; (iv) filed all necessary documents and requests with FINRA pertaining to the Reverse Stock Split and Authorized Share Capital Increase; and (v) obtained FINRA approval for the Reverse stock Split and Authorized Share Capital Increase, and (vi) the Authorized Share Capital Increase shall have taken effect before Closing, as set forth in Section 4.01a. (f) The Buyer shall have delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions items set out forth in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)5.03.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing is this Agreement are subject to the satisfaction (or the Seller’s waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each ) of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth contained in Article IV 5 hereof shall have been true and correct in all respects (without regard to any materiality qualifiers contained therein) at and as of the time of Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (other than for those representations and warranties that are not subject to materiality qualifications will be address matters only as of the date of this Agreement or any other particular date, in which case such representations and warranties shall have been true and correct in all material respects at and (without regard to any materiality qualifiers contained therein) as of such particular date), except where the Closing Date as though then made and as though the Closing Date had been substituted for the date failure of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as would not have a material adverse effect on the ability of the Closing Date as though then made and as though Buyer to consummate the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datetransactions contemplated hereunder; (b) Each the Buyer Party will shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will the applicable waiting periods, if any, under the HSR Act shall have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have expired or been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterterminated; (d) Each Pre-Closing Consent will have been obtained and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court or agency of competent jurisdiction or other Law shall be in full force and effecteffect which prohibits, restrains or renders illegal the consummation of the transactions contemplated hereby or would cause such transactions to be rescinded; (e) No Law or Governmental Order prohibits the Closing; andapplicable Company Entity shall have delivered an assignment and assumption of the Voice Solutions Matter and the Aria Working Capital Payment to Seller in the form attached hereto as Exhibit F and Exhibit G; (f) the Buyer Parties will shall have delivered each the executed Escrow Agreement to the Seller and Escrow Agent; (g) the Buyer shall have delivered to the Seller a certificate of the certificatesBuyer, instruments dated the Closing Date, stating that the conditions specified in Sections 10.02(a) and other documents 10.02(b), as they relate to the Buyer, have been satisfied. Any condition specified in this Section 10.02 that it is obligated shall not have been satisfied or waived at or prior to deliver pursuant the Closing shall be deemed to Section 2.8(b)(ii)have been waived by the Seller if the Closing occurs notwithstanding the failure of such condition to have been satisfied or waived in writing.

Conditions to the Seller’s Obligations. The obligation of Sellers’ obligations to perform the Sellers to take the actions required Transactions contemplated to be taken by them at performed on or before the Closing is Date are subject to the satisfaction satisfaction, or waiverwritten waiver by Culligan Parent, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closingconditions: (a) The (i) All of the representations and warranties set forth of the Primo Parties in Article IV that are not subject to materiality qualifications will be true and correct this Agreement must have been accurate in all material respects as of the date hereof and must be accurate in all material respects as if made on the Closing Date (except for representations and warranties that are as of a specific date, which representations and warranties must have been accurate in all material respects as of such date), except in each case to the extent any such representation or warranty contains a materiality qualification, in which case such representation or warranty must have been and must be accurate in all respects, (ii) the Primo Parties must have performed and complied in all material respects with all of their respective covenants and agreements in this Agreement to be performed prior to or at the Closing and (iii) the Primo Parties must deliver to the Sellers at the Closing a certificate, in form and substance reasonably satisfactory to the Sellers, confirming satisfaction of the conditions in clauses (i) and (ii) above. (b) Each of the following documents must have been delivered to the Sellers and must be dated as of the Closing Date as though then made and as though (unless otherwise indicated): (i) the Closing Date had been substituted for Xxxx of Sale, executed by the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such dateBuyers; (bii) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsNon-Competition Agreement, executed by the Buyers; (iii) the Supply Agreement, executed by the Buyers; (iv) the Trademark License Agreement, executed by the Buyers; (v) the Registration Rights Agreement, executed by Primo Parent; and (vi) the Transition Services Agreements, executed by the applicable Buyer. (c) The Toronto Stock Exchange will have accepted notice of All applicable waiting periods (and any extensions thereof) under the issuance and sale of the Purchase Price Shares to be delivered to the Sellers HSR Act and the Purchase Price Shares will Competition Act must have expired or otherwise been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;terminated. (d) Each Pre-Closing Consent will There must not be any Proceeding pending or threatened against any of the Culligan Parties or any of their respective Affiliates that (i) challenges or seeks damages or other relief in connection with any of the Transactions or (ii) may have been obtained and be in full force and effect;the effect of making illegal or interfering with any of the Transactions. (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each The closing of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)IPO shall have occurred.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing is this Agreement are subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the Closing: (a) The representations and warranties set forth in Article IV that are V in this Agreement shall, in each case, if specifically qualified by Material Adverse Effect or materiality, be true and correct in all respects, and if not subject to materiality qualifications will so qualified, be true and correct in all material respects at as of the date hereof and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the (other than those representations and warranties set forth in Article IV that are subject to materiality qualifications will address matters as of particular dates which shall be true and correct or true and correct in all respects material respects, as the case may be, at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Partiesparticular dates), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will Buyer shall have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers Seller certified copies of the resolutions duly adopted by Buyer's board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the Purchase Price Shares will have been conditionally approved for listingTransaction Documents, subject to and the satisfaction consummation of the conditions set out in the Toronto Stock Exchange conditional approval letterall transactions contemplated hereby and thereby; (d) Each Pre-Buyer shall have delivered to the Seller a certificate in the form set forth as Exhibit C, dated the Closing Consent will Date, stating that the preconditions specified in Section 2.01(b) and in subsections (a) and (b) of Section 2.03, as they relate to Buyer, have been obtained and be in full force and effectsatisfied; (e) No Law or Governmental Order prohibits Seller shall have received a legal opinion from counsel to the ClosingBuyer in a form reasonably satisfactory to the Seller; and (f) Buyer Parties will The Escrow Agreement shall have been executed and delivered each by the Escrow Agent and the Buyer. If the Closing occurs, all closing conditions set forth in this Section 2.03 which have not been fully satisfied as of the certificates, instruments Closing shall be deemed to have been fully waived by the Seller unless agreed otherwise by Seller and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Buyer.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take sell the actions required Acquired Assets to the Purchaser shall be taken by them at the Closing is subject to the satisfaction and fulfillment, at or waiverbefore the Closing, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closingprecedent: (a) The There shall have been no lawsuit, judgment, order, suit, complaint or preliminary or permanent injunction entered, pending or threatened in any action or proceeding before any United States federal, state, Parish or local court, or any foreign court, of competent jurisdiction or Governmental Body (which has jurisdiction over the enforcement of any applicable laws) making illegal or prohibiting the consummation of the transactions hereunder, including the transfer of the Acquired Assets or the operation of Devices on the Premises; (b) Purchaser has timely delivered or caused to be delivered the Minimum Purchase Price, plus or minus any applicable prorations and the Deposit hereunder, to the Escrow Agent; (c) Purchaser shall have performed all obligations and complied with all agreements and covenants required hereunder to be performed by Purchaser on or before the Closing Date; (d) Purchaser’s representations and warranties set forth contained herein and in Article IV that are not subject any documents furnished to materiality qualifications will be true and correct in all material respects at and as of the Sellers on or prior to the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effectDate; (e) No Law The Title Company has confirmed to Sellers that the Title Company is unconditionally prepared to disburse the Minimum Purchase Price (plus or Governmental Order prohibits minus all applicable prorations and less the Closing; andEscrow Hold Back) to the Sellers or its designees subject only to the performance by the Sellers of their respective obligations under this Agreement; (f) Buyer Parties will Sellers shall have delivered received the Agreements referred to in Section 7.1(b). (g) The Sellers shall have received the consent(s) of the lessors under the leases and/or contracts identified on Schedule 6.9(b). (h) Except for the consents under item (g) above, if any of the foregoing conditions are not satisfied on or prior to the Closing Date for a reason other than a default under this Agreement by the Sellers, Sellers shall give the Purchaser written notice of the foregoing conditions not satisfied and Purchaser shall have ten (10) Business Days during which to cure the same. In the event the Purchaser is unable to cure the conditions within such period, the Sellers may terminate this Agreement and the Escrow Agent shall promptly release the Deposit to the Seller as their liquidated damages and no as a penalty. Acceptance by any of the Sellers of any portion of the Minimum Purchase Price shall be evidence of the waiver by each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Sellers of the foregoing conditions precedent.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing is this Agreement are subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the ClosingClosing Date: (a) The the representations and warranties set forth of the Purchaser contained in Article IV hereof that are not subject to qualified by materiality qualifications will be true and correct in all respects, and the other representations and warranties of the Purchaser contained in Article IV will be true and correct in all material respects respects, in each case, at and as of the Closing Date time of the Closing, as though then if made and as though on the Closing Date had been and the Closing Date were substituted for the date of this Agreement in throughout such representations and warranties, and the except for those representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and address matters as of the Closing Date as though then made and as though the Closing Date had been substituted for the any other particular date of this Agreement (in which case such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to shall have been true on and correct as of such particular date); (b) Each Buyer Party will the Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will the applicable waiting periods, if any, under the HSR Act shall have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have expired or been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterterminated; (di) Each Pre-there shall be no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Authority or other legal restraint or prohibition which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and (ii) no Governmental Authority of competent jurisdiction shall have instituted any proceeding (which remains pending at what would otherwise be the Closing Consent will have been obtained and be in full force and effectDate) seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement; (e) No Law or Governmental Order prohibits the ClosingEscrow Agent and the Purchaser shall have each executed and delivered signatures to the Escrow Agreement to the Seller; and (f) Buyer Parties will the Purchaser shall have delivered each to the Seller a certificate in the form set forth as Exhibit B, dated as of the certificatesClosing Date, instruments stating that the conditions specified in subsections (a) and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)(b) above have been satisfied.

Conditions to the Seller’s Obligations. The obligation obligations of each Seller to consummate the Sellers to take the actions required to be taken transactions contemplated by them at the Closing is this Agreement are subject to the satisfaction (or the Representative's waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each ) of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth of the Buyer contained in Article IV that are not subject to materiality qualifications will be 5 hereof shall have been true and correct in all material respects at as of the date of this Agreement and as of the Closing Date Date, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties that address matters only as though then made and as though the Closing Date had been substituted for of the date of this Agreement or any other particular date (in which case such representations and warranties shall have been true and correct in all material respects as of such particular date); it being understood that, for purposes of determining the accuracy of such representations and warranties, and all qualifications based on the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement word "material" or similar phrases contained in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such dateshall be disregarded; (b) Each The Buyer Party will shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will All consents which are set forth on Schedule 9.1(c) attached hereto shall have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterobtained; (d) Each Pre-Closing Consent will The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions 44 contemplated hereby and set forth on the Schedule 9.1(d) attached hereto shall have been obtained made and be in full force and effectobtained; (e) No Law action or Governmental Order prohibits proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would prevent the Closingperformance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (f) The Sellers, the Representative, the Buyer and the Escrow Agent shall have executed and delivered to the Representative the Escrow Agreement; (g) The Sellers and the Representative shall have received an opinion, dated the Closing Date, of Harwell, Howard, Hyne, Gabbert & Manner, P.C., counsel to txx Xxxxx, xxxx rexxxxt xx xxx matters set forth on Exhibit I; and (fh) The Buyer Parties will shall have delivered to the Representative each of the certificatesfollowing: (i) certified copies of the resolutions duly adopted by the Buyer's board of directors authorizing the execution, instruments delivery and other documents performance of this Agreement; and (ii) a certificate of the Buyer, dated the Closing Date, stating that it is obligated the preconditions specified in Sections 9.2(a) and 9.2(b), as they relate to deliver pursuant to Section 2.8(b)(ii)the Buyer, have been satisfied.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction (or waiver, waiver by the Seller in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each writing) of the following conditions at or prior to as of the ClosingClosing Date: (a) (i) The representations and warranties set forth in Article IV VI (other than the Purchaser Fundamental Reps and those representations and warranties that are not subject to materiality qualifications will address matters as of particular dates) shall be true and correct in all material respects at as of the date hereof and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesmade, and (ii) the representations and warranties set forth in Article IV VI that are subject address matters as of particular dates (other than the Purchaser Fundamental Reps) shall be true and correct as of such dates, except for any failure of any such representations and warranties referenced in clauses (i) and (ii) above to materiality qualifications will be so true and correct have not had a materially adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement, and (iii) the Purchaser Fundamental Reps shall be true and correct in all material respects at as of the date hereof and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datemade; (b) Each Buyer Party will The Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all the covenants and agreements that are required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will applicable waiting periods, if any, under the HSR Act shall have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have expired or been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterterminated; (d) Each Pre-Closing Consent will No judgment, decree or other Order shall have been obtained entered which prevents the performance of a material part of this Agreement or the consummation of a material part of any of the transactions contemplated hereby, declares unlawful, or otherwise restrains or prohibits the transactions contemplated by this Agreement or 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 in full force and effectexpected to declare unlawful or to cause to be rescinded, any material part of any of the transactions contemplated hereby shall be pending; (e) No Law shall have been enacted, enforced, or Governmental Order deemed applicable to the transactions contemplated by this Agreement that makes the consummation of such transactions unlawful, or otherwise restrains or prohibits such transactions; (f) The Purchaser shall have delivered to the ClosingSeller a certificate of the Purchaser, executed by an authorized officer thereof and dated as of the Closing Date, stating that the conditions specified in Sections 3.02(a) and 3.02(b) have been satisfied; and (fg) Buyer Parties will The Purchaser shall have delivered each to the Seller a copy of the certificatesEscrow Agreement, instruments and other documents that it is obligated duly executed by the Purchaser. If the Closing occurs, all closing conditions set forth in this Section 3.02 which have not been fully satisfied as of the Closing shall be deemed to deliver pursuant to Section 2.8(b)(ii)have been waived by the Seller.

Conditions to the Seller’s Obligations. The obligation obligations of -------------------------------------- the Seller to sell the Shares and the UK Facility pursuant to this Agreement shall, at the option of the Sellers to take the actions required to Seller, be taken by them at the Closing is subject to the satisfaction or waiversatisfaction, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at on or prior to the ClosingClosing Date, of the following conditions: (a) The There shall have been no material breach by the Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties set forth of the Buyer contained in Article IV this Agreement that are is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not subject to materiality qualifications will so qualified shall be true and correct in all material respects at on and as of the Closing Date as though then if made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date;), in each case, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Seller or any transaction contemplated by this Agreement; and there shall have been delivered to the Seller a certificate to such effect, dated the Closing Date and signed on behalf of the Buyer by the President or any Vice President of the Buyer, in addition to the other deliveries specified in Section 3.3. ----------- (b) Each Buyer Party will The waiting period under the HSR Act shall have performed expired or been terminated, and complied with each no action, suit or proceeding by any Governmental Body shall have been instituted and remain in effect to restrain, prohibit or otherwise challenge the legality or validity of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;transactions contemplated hereby. (c) The Toronto Stock Exchange will have accepted notice There shall not be in effect any Court Order or Requirement of Law restraining or prohibiting the legality or the validity of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter;transactions contemplated hereby. (d) Each Pre-The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing Consent will have been obtained and be in full force and effect;by applicable Requirements of Laws. (e) No Law or Governmental Order prohibits The conditions to the Closing; and (f) Buyer Parties will have delivered each obligations of the certificates, instruments sellers set forth in Article VIII of the Xxxxxxx Acquisition Agreement and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)the RPM Acquisition ------------ Agreement shall have been satisfied or waived.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take close the actions required to be taken by them at the Closing Transactions is subject to the satisfaction fulfillment (or waiver, in whole or in part, in waiver by the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), Seller) of each of the following conditions at on or prior to the ClosingClosing Date: (a) The each of the representations and warranties set forth of Purchaser contained in Article IV that are not subject this Agreement (read without regard to any materiality qualifications will qualifiers) shall be true and correct in all material respects at and as of the Closing Date as though then made on and as though of the Closing Date had been substituted for the date of this Agreement in (other than such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will expressly made as of an earlier date which need only be true and correct in all respects at and as of such earlier date), except where the Closing Date as though then made and as though the Closing Date had been substituted for the date failure of this Agreement in such representations and warranties (to be true and correct in each caseall respects, without taking into account any supplemental disclosures after in the date of this Agreement by Buyer Parties)aggregate, except that any representation or warranty expressly made as of a specified date will only need would not reasonably be expected to have been true a material adverse effect on and as the ability of such datePurchaser to consummate the Transactions; (b) Each Buyer Party will Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects all covenants and agreements of Purchaser required to be performed by Purchaser under this Agreement at or prior to the Closing Date; provided, that Purchaser’s payment obligations for the Aggregate Purchase Price under this Agreement shall have been fully complied with and performed in all respects; (c) The Toronto Stock Exchange will no Action shall have accepted notice been commenced, and not have been terminated, by any Governmental Authority on any grounds to restrain, enjoin or prohibit the consummation of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterTransactions; (d) Each Pre-Closing Consent will the waiting period under the HSR Act (if a filing is required under the HSR Act) with respect to the Transactions shall have expired or been obtained and be in full force and effect;terminated; and (e) No Law Purchaser shall have delivered to the Seller each of the following: (i) a certificate of Purchaser, executed by a duly authorized officer thereof, dated as of the Closing Date, certifying that the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied; (ii) a certificate of the Secretary or Governmental Order prohibits Assistant Secretary of Purchaser, dated as of the Closing Date, certifying as to (A) the resolutions of the Board of Directors of Purchaser authorizing the execution and performance of this Agreement and the transactions contemplated hereby, and (B) the incumbency and signatures of the officers of Purchaser executing this Agreement and any other agreement or certificate executed by Purchaser in connection with the Closing; and (fiii) Buyer Parties will have the Escrow Agreement, executed by Purchaser and the Escrow Agent. Any agreement or document to be delivered each of to the certificates, instruments and other documents that it is obligated to deliver Seller pursuant to this Section 2.8(b)(ii)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 Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to transactions contemplated by this Agreement shall be taken by them at the Closing is subject to the satisfaction fulfillment at or waiver, in whole or in part, in prior to the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), Closing of each of the following conditions at or prior to the Closingconditions: (a) The All representations and warranties set forth made by the Purchaser in Article IV that are not subject to materiality qualifications will this Agreement shall be true true, correct and correct complete in all material respects at on the date hereof and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and were made as of the Closing Date as though then made Date, and as though the Closing Date had been substituted for Purchaser shall have duly performed or complied with all of the date covenants, objections and conditions to be performed or complied with by it under the terms of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation on or warranty expressly made as of a specified date will only need prior to have been true on and as of such date;or at Closing. (b) Each Buyer Party will have performed All authorizations or approvals or other action required in connection with the execution, delivery and complied with performance of this Agreement, and each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice other Operative Documents by the Purchaser of the issuance transactions contemplated hereby and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will thereby shall have been obtained and shall be in full force and effect. (c) Prior to or at Closing, the Purchaser shall have delivered to the Seller such closing documents as shall be reasonably requested by the Seller in order to consummate the transactions contemplated herein that are in form and substance reasonably acceptable to the Seller's legal counsel, including the following: (i) a certificate of the Purchaser over the signature of its President or a Vice President of the Purchaser, dated the Closing Date, to the effect that (1) the person signing such certificate is familiar with this Agreement and (2) the conditions specified in Section 8.3(a) and (b) have been satisfied; (eii) No Law a certificate of the Secretary or Governmental Order prohibits Assistant Secretary of the ClosingPurchaser dated the Closing Date, as to the incumbency of any officer of the Purchaser executing this Agreement or any document related thereto and covering such other matters as the Seller may reasonably request; (iii) a certified copy of (1) the Certificate of Incorporation and by-laws of the Purchaser and all amendments thereto and (2) the resolutions of the Purchaser's Board of Directors authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby; (iv) the Purchase Price, as set forth in Section 4.1; and (fv) Buyer Parties will have delivered each of the certificates, instruments and such other documents that it is obligated or instruments as the Seller reasonably requests to deliver pursuant to Section 2.8(b)(ii)effect or evidence the transactions contemplated hereby.

Conditions to the Seller’s Obligations. The obligation of each Seller to consummate the Sellers to take the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction (or waiver, waiver by the Ultimate Parent in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each writing) of the following conditions at or prior to as of the Closing: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will Purchaser Fundamental Representations shall be true and correct in all material respects at on and as of the date of this Agreement and on and as of the Closing Date as though then made and as though the Closing Date had been was substituted for the date of this Agreement in throughout such representations and warrantieswarranties (except those Purchaser Fundamental Representations that address matters only as of particular dates (including any references to “the date hereof”), which shall be true and the correct as of such dates). The representations and warranties set forth in Article IV that are subject to materiality qualifications will VI (other than the Purchaser Fundamental Representations) shall be true and correct in all respects at (without giving effect to any “materiality” or Material Adverse Effect qualifications contained therein) on and as of the Closing Date as though then made and as though the Closing Date had been was substituted for the date of this Agreement in throughout such representations and warranties (in each case, without taking into account except those representations and warranties that address matters only as of particular dates (including any supplemental disclosures after references to “the date hereof”), which shall be true and correct as of this Agreement by Buyer Partiessuch dates), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as where the failure of such daterepresentations and warranties to be so true and correct would not, in the aggregate, have a Purchaser Material Adverse Effect; (b) Each Buyer Party will The Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will applicable waiting periods, if any, under the HSR Act shall have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have expired or been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterterminated; (d) Each Pre-Closing Consent will No Judgment shall have been obtained entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be in full force rescinded, and effectno Proceeding shall be pending before any Governmental Entity wherein an unfavorable Judgment would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) No Law or Governmental Order prohibits The Ultimate Parent Approval shall have been obtained; (f) The Purchaser shall be ready, willing and able to complete the Closingpayments at Closing set forth in Section 2.02; and (fg) Buyer Parties will The Purchaser shall have delivered to the Ultimate Parent each of the certificatesfollowing: (i) a certificate of an officer of the Purchaser, instruments dated as of the Closing Date, stating that the preconditions specified in subsections (a) and other documents that it is obligated to deliver pursuant to (b) of this Section 2.8(b)(ii)3.02 have been satisfied; and (ii) certified copies of the resolutions duly adopted by the Purchaser’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement.

Conditions to the Seller’s Obligations. The obligation of Sellers’ obligations to consummate the Sellers to take the actions required to be taken by them Transactions at the Closing is are subject to the satisfaction satisfaction, or waiver, in whole or in part, in the Sellers’ sole discretion (but no such written waiver will waive any right or remedy otherwise available under this Agreement)by each Seller, of each of the following conditions at or prior to the Closingconditions: (a) The (i) all of the representations and warranties set forth of Buyer in Article IV that are not subject to materiality qualifications will this Agreement must be true and correct in all material respects at and as of the Closing Date as though then made date hereof and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will must be true and correct in all material respects as if made on the Closing Date, except to the extent that 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 (except in each case to the extent any such representations or warranties are qualified by materiality, in which case such representations or warranties must be true and correct in all respects); (ii) Buyer must have performed and complied with all of its covenants and agreements in this Agreement to be performed prior to or at the Closing; and (iii) Buyer must deliver to the Sellers at the Closing a certificate, duly executed by an authorized officer of Buyer, in form and substance reasonably satisfactory to the Sellers, confirming satisfaction of the conditions in clauses (i) and (ii) above; (b) each of the following documents must have been delivered to Sellers and dated as of the Closing Date as though then made and as though (unless otherwise indicated): (i) the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each caseEscrow Agreement, without taking into account any supplemental disclosures after the date of this Agreement executed by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datethe Escrow Agent; (bii) Each Buyer Party will have performed the Non-Competition, Non-Solicitation and complied with each of its agreements contained in this Agreement and the Ancillary Confidentiality Agreements to which such Buyer Party is a party in all material respectsexecuted by Buyer; (ciii) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and Employment Agreements shall be in full force and effect; (e) No Law or Governmental Order prohibits , subject only to the occurrence of the Closing, and shall not have been revoked or sought to be revoked by the employer; and (fiv) such other documents as Sellers may reasonably request for the purpose of (A) evidencing the accuracy of Buyer’s representations and warranties hereunder; (B) evidencing Buyer’s performance of, and compliance with, any covenant or agreement required to be performed or complied with by Buyer hereunder; (C) evidencing the satisfaction of any condition referred to in this Section 8.2, or (D) otherwise facilitating the performance of the Transactions; (c) Buyer Parties will shall have delivered each taken all actions required of Buyer under Section 2.7; and (d) all of the certificatesrepresentations and warranties of Parent Guarantor in Section 13.15(b) of this Agreement must be true and correct in all material respects as if made on and as of the Closing Date, instruments and other documents that it is obligated Parent must deliver to deliver pursuant the Sellers at the Closing a certificate, duly executed by an authorized officer of Parent, in form and substance reasonably satisfactory to Section 2.8(b)(ii)the Sellers, confirming the same.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closing: (a) The representations and warranties set forth made in Article IV that are not subject to materiality qualifications will VI hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been was substituted for the date of this Agreement in throughout such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct Buyer shall have performed in all material respects at all the covenants and as of agreements required to be performed by it hereunder prior to the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such dateClosing; (b) Each Buyer Party will have performed and complied with each No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to (i) prevent the performance of its agreements contained in this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and the Ancillary Agreements to which no such Buyer Party is a party injunction, judgment, order, decree or ruling shall be in all material respectseffect; (c) The Toronto Stock Exchange will Seller Parties shall have accepted notice received or obtained all third-party consents (except consents from landlords) and approvals that it deems necessary for the consummation of the issuance transactions contemplated hereby, in each case on terms and conditions satisfactory to Seller, including any such consents required under the Bank Agreements, if any (which shall be deemed not to include consents under any leases or contracts (other than a contractual obligation that Seller determines would actually block the sale of the Purchase Price Shares Shares, as opposed to be delivered merely giving rise to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterother remedies)); (d) Each Pre-Closing Consent will The parties shall have been received or obtained and be in full force and effect;the Governmental Approvals; and (e) No Law or Governmental Order prohibits Buyer shall have executed and delivered the Closing; and (f) Services Agreement and the Security Agreement. All proceedings to be taken by Buyer Parties will have delivered each in connection with the consummation of the certificates, instruments transactions contemplated hereby and other all documents that it required to be delivered by Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller. Any condition specified in this Section 3.2 may be waived if such waiver is obligated to deliver pursuant to Section 2.8(b)(ii)set forth in a writing duly executed by Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing is this Agreement are subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to on the Closing: (a) The All of the representations and warranties set forth in Article IV that are not subject to materiality qualifications will VI shall be true and correct in all material respects at as of the date hereof and as of the Closing Date as though then made and as though the Closing Date had been was substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in throughout such representations and warranties (except where such representations and warranties 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, in each case, without taking into account any supplemental disclosures after where the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as failure of such daterepresentations and warranties to be so true and correct would not, in the aggregate, have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated hereby; (b) Each The Buyer Party will shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will have accepted notice No action or proceeding before any court or governmental body shall be pending wherein an unfavorable judgment, decree, injunction, ruling or order would prevent the performance of this Agreement or the consummation of any of the issuance and sale of transactions contemplated hereby, declare unlawful the Purchase Price Shares transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterrescinded; (d) Each Pre-Closing Consent will have been obtained and be A legal opinion from counsel to the Buyer in full force and effectthe form set forth in Exhibit E; (e) No Law The applicable waiting periods, if any, under the HSR Act shall have expired or Governmental Order prohibits been terminated and all other material governmental or third party consents that are required for the Closingconsummation of the transactions contemplated hereby that are set forth on Schedule 2.02(d) attached hereto shall have been made and obtained; (f) The Buyer shall have executed and delivered the Escrow Agreement; (g) The Buyer shall have delivered to the Seller each of the following: (i) A certificate of Buyer, dated the Closing Date, attaching copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby to which it is a party and the incumbency and signatures of the persons signing this Agreement and the other agreements contemplated hereby; (ii) An officer certificate of the Buyer in the form set forth in Exhibit C, dated the Closing Date, stating that the preconditions specified in subsections (a), (b), (c) and (f) have been satisfied; (iii) A certificate of good standing from the Secretary of State of the state of incorporation of the Buyer dated within ten (10) days of the Closing Date; (iv) The Purchase Price as contemplated in Section 1.02 above; and (fh) Buyer Parties will If the Closing occurs, all conditions set forth in this Section 2.02 which have delivered each not been fully satisfied as of the certificates, instruments and other documents that it is obligated Closing shall be deemed to deliver pursuant to Section 2.8(b)(ii)have been fully waived by the Seller.

Conditions to the Seller’s Obligations. The obligation obligations of the Sellers to take the actions required to be taken by them at the Closing is hereunder are subject to the satisfaction satisfaction, at or waiver, in whole or in part, in before the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), First Closing Date of each of the following conditions, provided that these conditions are for the Sellers’ sole benefit and may be waived by the Sellers are at or prior any time in its sole discretion: a) The Buyer shall have executed the Transaction Documents including all exhibits thereto and delivered the same to the Closing:Sellers, (ab) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will of the Buyer shall be true and correct in all material respects at as of the date when made and as of the First Closing Date as though then made and as though the Closing Date had been substituted at such time (except for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made speak as of a specified date will only need to specific date) and the Buyer shall have been true on and as of such date; (b) Each Buyer Party will have performed performed, satisfied and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects;respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Buyer at or prior to the First Closing Date, (c) The Toronto Stock Exchange will No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have accepted notice been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the issuance and sale transactions contemplated by the Transaction Documents, d) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Buyer including but not limited to a change in the 1934 Act reporting status of the Purchase Price Shares Buyer or the failure of the Buyer to be delivered to timely in its 1934 Act reporting obligations, and e) The trading of Todos’ ordinary stock on the Sellers and the Purchase Price Shares will OTC Markets shall not have been conditionally approved for listing, subject to suspended by the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law or Governmental Order prohibits the Closing; and (f) Buyer Parties will have delivered each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)SEC.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will VII hereof shall be true and correct in all material respects (except that the representations and warranties which are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) at and as of the Closing Date as though then made and as though the Closing Date had been were substituted for the date of this Agreement in throughout such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will The Purchaser shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice respects with all of the issuance covenants and sale of the Purchase Price Shares agreements required to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect; (e) No Law performed by it under this Agreement on or Governmental Order prohibits before the Closing; and (fc) Buyer Parties The Purchaser, the Seller, the Purchaser Guarantors, the Seller Guarantors and GE will have delivered each concurrently with the Closing executed all documents and taken all actions necessary to enter into the GE Modified Loan Arrangement in a form satisfactory to Seller; (d) If the parties enter into the Textron Modified Loan Arrangement in order to satisfy the payment of the certificates, instruments and other documents that it is obligated to deliver Purchase Price pursuant to Section 2.8(b)(ii)3.2, the Purchaser, the Seller, the Seller Guarantors, the Purchaser Guarantors and Textron will have concurrently with the Closing executed all documents and taken all actions necessary to enter into the Textron Modified Loan Arrangement in a form satisfactory to Seller; (e) On or before the Closing Date, the Purchaser shall have delivered to the Seller all of the following: (i) payment of the Purchase Price set forth in Section 3.1; and (ii) a certificate from the President or Chief Executive Officer of the Purchaser in a form reasonably satisfactory to the Seller, dated the Closing Date, stating that the preconditions specified in this Section 4.4 have been satisfied; (iii) a copy of (A) the resolutions of the board of directors and shareholders of the Purchaser approving the transaction and (B) a copy of the Articles of Incorporation for the Purchaser, each as certified by the Secretary of the Purchaser; (iv) an executed copy of the Xxxx of Sale; and (v) such other documents or instruments as the Seller may reasonably request to effect the transactions contemplated hereby. (f) The Purchaser will have deposited the cash portion of the Purchase Price into the Closing Escrow Account within 15 days of establishment of the Closing Escrow Account and will have executed all documentation necessary for the amounts in the Closing Escrow Account to be transferred to the Seller upon the Closing. In addition, immediately prior to the Closing, the Seller will recalculate the Inventory Value and the Cash On Hand Value and (i) if the amounts in the Closing Escrow Account are insufficient to satisfy the Purchase Price upon Closing, the Purchaser will deposit the amount of the shortfall into the Closing Escrow Account and (ii) if the amounts in the Closing Escrow Account exceed the amounts necessary to satisfy the Purchase Price upon Closing, the amount of the overage will be transferred to the Purchaser. Any condition specified in this Section 4.4 may be waived by the Seller in its sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Seller.

Conditions to the Seller’s Obligations. The obligation of the Sellers Seller to take consummate the actions required to Transaction shall be taken by them at the Closing is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions precedent at or prior to the Closing, but only to the extent that the Seller has not delivered a written waiver of such condition in whole or in part executed by the Seller and delivered to the Buyer at or prior to the Closing: (a) The each of the Buyer’s representations and warranties as set forth in Article IV that are not subject to materiality qualifications will VI shall be true and correct in all material respects at on and as of the date of this Agreement and on and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at on and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties)Date, except that any representation or warranty expressly made as of a specified date will only need to have been shall be true and correct in all material respects on and as of such date, except where the failure(s) of such representations and warranties to be true and correct would not reasonably be expected to have a material adverse effect on the Buyer’s ability to consummate the Transaction; (b) Each the Buyer Party will shall have performed and complied with with, in all material respects, each of its agreements and obligations contained in this Agreement and that are contemplated hereunder to be performed prior to or at the Ancillary Agreements to which such Buyer Party is a party in all material respectsClosing; (c) The Toronto Stock Exchange will no statute, rule, regulation, executive order, decree or ruling shall have accepted notice been enacted or promulgated by any Governmental Authority which prohibits or restrains, renders illegal or enjoins the consummation of the issuance transactions contemplated hereby and sale there shall be no order or injunction of a court of competent jurisdiction in effect precluding or prohibiting the consummation of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval lettertransactions contemplated hereby; (d) Each Pre-Closing Consent will the Buyer shall have been (i) executed, obtained and be in full force and effect; (e) No Law or Governmental Order prohibits delivered to the Closing; and (f) Buyer Parties will have delivered Seller each of the agreements, certificates, instruments and other documents that it the Buyer is obligated to execute and deliver pursuant to Section 2.8(b)(ii)4.3 and (ii) delivered to the Seller a certificate duly executed by the Buyer that each of the conditions stated in Section 9.2(a) and Section 9.2(b) are satisfied in all respects; and (e) any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction (or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each waiver) of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth of the Buyer and Buyer Parent contained in Article IV that are not subject to materiality qualifications will be 5 hereof shall have been true and correct in all material respects at (or, to the extent qualified by materiality within any such representation or warranty, true and correct in all respects) as of the date of this Agreement and as of the Closing Date Date, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties that address matters only as though then made and as though the Closing Date had been substituted for of the date of this Agreement or any other particular date (in which case such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will be shall have been true and correct in all material respects at and as of (or, to the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in extent qualified by materiality within any such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been warranty, true on and correct in all respects) as of such particular date); (b) Each the Buyer Party will and Buyer Parent shall have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respectsrespects all of the covenants and agreements required to be performed by each of them under this Agreement at or prior to the Closing; (c) The Toronto Stock Exchange will have accepted notice of the issuance all consents, approvals, Filings, waivers, or concessions required from third parties set forth on Schedule 9.01(c) and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will all Communications Regulatory Authority Consents set forth on Schedule 3.03(c) shall have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval lettermade or obtained; (d) Each Pre-Closing Consent will have been obtained and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a Governmental Authority or pursuant to Applicable Law shall be in full force effect which prohibits, restrains or renders illegal the consummation of the transactions contemplated hereby or would cause such transactions to be rescinded, nor shall any proceeding brought by any Governmental Authority seeking any of the foregoing be pending, and effectthere shall not be any action taken, or any Applicable Law enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement which makes the consummation thereof, as contemplated herein, illegal; (e) No Law or Governmental Order prohibits the ClosingEscrow Agreement shall have been executed and delivered by Buyer and the Escrow Agent; and (f) the Buyer Parties will shall have delivered each to Parent a certificate, executed by the chief executive or financial officer of the certificatesBuyer, instruments dated as of the Closing Date, certifying that the conditions set forth in Sections 9.02(a) and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)(b) have been satisfied.

Conditions to the Seller’s Obligations. The obligation of Seller’s obligations to perform the Sellers to take the actions required Transactions contemplated to be taken by them at performed on or before the Closing is Date are subject to satisfaction, or written waiver by the satisfaction or waiverSeller, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closingconditions: (a) The all of the representations and warranties set forth of the Buyer in Article IV that are not subject to materiality qualifications will be true and correct this Agreement must have been accurate in all material respects at and as of the Closing Date date hereof and must be accurate in all material respects as though then if made and as though on the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesDate, and (ii) the representations and warranties set forth in Article IV that are subject to materiality qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will must have performed and complied with each all of its covenants and agreements contained in this Agreement and to be performed prior to or at the Ancillary Agreements Closing. (b) each of the following documents must have been delivered to which such Buyer Party is a party in all material respectsthe Seller: (i) The Cash Consideration; (ii) The Note constituting the Promissory Note Consideration; (iii) The Security Agreement; (iv) Certificates of LiveDeal Stock representing the Securities Consideration; and (v) the Employment Agreements, executed by the Company, as applicable; and (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered by the Seller to the Sellers and Buyer will not violate any Law that has been adopted or issued, or has otherwise become effective, since the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letterdate hereof; (d) Each Pre-Closing Consent will have been obtained and be in full force and effect;Documents for exemption for registration of the Securities Consideration; and (e) No Law or Governmental Order prohibits the Closing; and (fSet forth in Schedule 6.2(e) Buyer Parties will have delivered each is a list of all debts, liabilities, and obligations of the certificatesCompany where Seller has provided a personal guarantee (the “Guaranteed Obligations”) to obtain financing or terms beneficial to the Company. The Parties agree that Seller shall be removed from all personal guarantees on the Guaranteed Obligations within 30 days following Closing. Additionally, instruments the Parties agree that Seller shall be removed from any other personal guarantees within 30 days of notification by Seller to the Company of such personal guarantee by Seller. If said removal requires the payment of funds due to an open debt balance, Buyer shall provide such funds and other documents repay said open debt balance as required to remove Seller’s personal guarantee. Further, the Parties agree that it is obligated to deliver pursuant to Section 2.8(b)(ii)following Closing and until such time as Seller has been removed from all personal guarantees on the Guaranteed Obligations, Buyer shall assume responsibility for such personal guarantees and indemnify Seller for any Losses occurring after Closing as a result of Seller providing personal guarantees on the Guaranteed Obligations.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take sell the actions required Acquired Assets to the Purchaser shall be taken by them at the Closing is subject to the satisfaction and fulfillment, at or waiverbefore the Closing, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to the Closingprecedent: (a) The There shall have been no lawsuit, judgment, order, suit, complaint or preliminary or permanent injunction entered, pending or threatened in any action or proceeding before any United States federal, state, Parish or local court, or any foreign court, of competent jurisdiction or Governmental Body (which has jurisdiction over the enforcement of any applicable laws) making illegal or prohibiting the consummation of the transactions hereunder, including the transfer of the Acquired Assets or the operation of Devices on the Premises; (b) Purchaser has timely delivered or caused to be delivered the Purchase Price, plus or minus any applicable prorations hereunder, to the Escrow Agent; (c) Purchaser shall have performed all obligations and complied with all agreements and covenants required hereunder to be performed by Purchaser on or before the Closing Date; (d) Purchaser’s representations and warranties set forth contained herein and in Article IV that are not subject any documents furnished to materiality qualifications will be true and correct in all material respects at and as of the Sellers on or prior to the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, and the representations and warranties set forth in Article IV that are subject to materiality qualifications will shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date; (b) Each Buyer Party will have performed and complied with each of its agreements contained in this Agreement and the Ancillary Agreements to which such Buyer Party is a party in all material respects; (c) The Toronto Stock Exchange will have accepted notice of the issuance and sale of the Purchase Price Shares to be delivered to the Sellers and the Purchase Price Shares will have been conditionally approved for listing, subject to the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval letter; (d) Each Pre-Closing Consent will have been obtained and be in full force and effectDate; (e) No Law The Title Company has confirmed to Sellers that the Title Company is unconditionally prepared to disburse the Purchase Price (plus or Governmental Order prohibits minus all applicable prorations and less the Closing; andEscrow Hold Back) to the Sellers or its designees subject only to the performance by the Sellers of their respective obligations under this Agreement; (f) Buyer Parties will Sellers shall have delivered received the Agreements referred to in Section 7.1(b). (g) The Sellers shall have received the consent(s) of the lessors under the leases and/or contracts identified on Schedule 6.9(b). (h) Except for the consents under item (g) above, if any of the foregoing conditions are not satisfied on or prior to the Closing Date for a reason other than a default under this Agreement by the Sellers, Sellers shall give the Purchaser written notice of the foregoing conditions not satisfied and Purchaser shall have thirty (30) Business Days during which to cure the same. In the event the Purchaser is unable to cure the conditions within such period, the Sellers may terminate this Agreement and the Escrow Agent shall promptly release the Deposit to the Seller. Acceptance by any of the Sellers of any portion of the Purchase Price shall be evidence of the waiver by each of the certificates, instruments and other documents that it is obligated to deliver pursuant to Section 2.8(b)(ii)Sellers of the foregoing conditions precedent.

Conditions to the Seller’s Obligations. The obligation of the Sellers to take consummate the actions required to be taken transactions contemplated by them at the Closing this Agreement is subject to the satisfaction or waiver, in whole or in part, in the Sellers’ sole discretion (but no such waiver will waive any right or remedy otherwise available under this Agreement), of each of the following conditions at or prior to as of the ClosingClosing Date: (a) The representations and warranties set forth in Article IV that are not subject to materiality qualifications will V shall be true correct and correct complete in all material respects at as of the date hereof and shall be correct and complete in all material respects as of the Closing Date as though then made on and as though of the Closing Date had been substituted for the date of this Agreement in such representations and warrantiesDate, and the except that those representations and warranties set forth in Article IV that by their terms are subject to qualified by materiality qualifications will shall be true correct and correct complete in all respects at as of the date hereof and shall be correct and complete in all respects as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties (in each case, without taking into account any supplemental disclosures after the date of this Agreement by Buyer Parties), except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such datethe Closing Date; (b) Each Buyer Party will shall have performed all of the covenants and complied with each of its agreements contained in required to be performed by it under this Agreement and at or prior to the Ancillary Agreements to which such Buyer Party is a party Closing in all material respects; (c) The Toronto Stock Exchange will no judgment, decree or order shall have accepted notice been entered which would prevent the performance of this Agreement or the consummation of any of the issuance and sale of transactions contemplated hereby, declare unlawful the Purchase Price Shares transactions contemplated by this Agreement or cause such transactions to be delivered to the Sellers and the Purchase Price Shares will rescinded, no proceeding or lawsuit shall have been conditionally approved commenced by any Governmental Entity for listingthe purpose of obtaining any such judgment, subject decree or order and no written notice shall have been received from any Governmental Entity indicating an intent to restrain, prevent, materially delay or restructure the satisfaction of the conditions set out in the Toronto Stock Exchange conditional approval lettertransactions contemplated hereby; (d) Each Pre-Closing Consent will the Escrow Agent and Buyer shall have been obtained each executed and be in full force and effectdelivered signatures to the Escrow Agreement to Buyer; (e) No Law or Governmental Order prohibits Buyer shall have delivered the Closing; andPurchase Price to the Sellers; (f) Buyer Parties will shall have delivered to the Sellers each of the certificatesfollowing: (i) A mutually acceptable form of closing certificate of Buyer dated as of the Closing Date, instruments stating that the preconditions specified in Sections 3.02(a) and other documents 3.02(b) have been satisfied; (ii) certified copies of the certificate of formation, Partnership Agreement and a good standing certificate of Buyer; (iii) certified copies of the resolutions duly adopted by Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement; and (iv) an opinion of Txxxxxxx & Kxxxxx LLP, counsel to the Buyer, dated the Closing Date, substantially in the form attached hereto as Exhibit D-2, which includes the opinion that it Buyer is obligated to deliver pursuant to and has been properly treated as a partnership for federal income tax purposes (taking into account the applicability of Section 2.8(b)(ii)7704 of the Code) for each year for which the applicable statute of limitations remains open for the assessment of Tax upon Buyer.