Common use of Conditions Clause in Contracts

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. (a) The obligations Company, on its own initiative, shall not change the terms and conditions of Buyer any LBL Contract, other than for any changes that are required due to consummate (i) changes in Applicable Law, (ii) the transactions provided for hereby are subject, terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the discretion terms and conditions of Buyerthe LBL Contracts (including to any contract riders or endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the satisfaction of each of the following conditionsextent practicable, on or prior to the Closing Dateeffectiveness of any such change, any of which may be waived by Buyer: (a) promptly notify the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as Reinsurer of such dateproposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal);. (b) SellerExcept as otherwise set forth or contemplated herein, IHC including in paragraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them with the prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation written approval of the transactions contemplated Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated will cover Reinsured Risks incurred by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into such LBL Contract as if the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliatesnon-approved changes, as applicable, shall have entered into a service agreement amendments or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyermodifications had not been made.

Conditions. (a) The obligations obligation of Buyer the Investor to consummate the transactions provided for hereby are subject, in the discretion of Buyer, Closing shall be subject to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the condition that all representations and warranties in Article III and Article IV other statements of the Company shall be true and correct when made and at and as of the date of this Agreement and the date of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made that by their terms speak specifically as of a specific the date of this Agreement or some other date shall be true and correct only as of such date); , except for such failures to be so true and correct (bwithout giving effect to any qualification as to materiality or Material Adverse Effect contained therein) Selleras would not have, IHC and individually in the aggregate, a Material Adverse Effect; the condition that the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby of its obligations hereunder theretofore to be performed (without giving effect to any qualification as to materiality or satisfied Material Adverse Effect contained therein); and the condition that since the date hereof no Material Adverse Effect shall have occurred and be continuing with respect to either (x) the Company or (y) the Company after giving effect to the transactions contemplated by them prior the Branch Purchase Agreement. (b) The obligation of the Company to or at consummate the Closing Date;shall be subject to the condition that all representations and warranties and other statements of the Investor shall be true and correct as of the date of this Agreement and the date of the Closing (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct as of such date); and the condition that the Investor shall have performed all of its obligations hereunder theretofore to be performed. (c) all Consents from The obligation of each of the Investor and the Company to consummate the Closing shall be subject to the following additional conditions: (1) no provision of any Personapplicable law or regulation and no judgment, including without limitation those set forth on Schedule 3.7(b)injunction, and all filings, registrations and notifications necessary to permit the consummation of order or decree shall prohibit the transactions contemplated by this Agreement and hereby or prohibit the Ancillary Agreements shall have been obtained Investor from owning or made with no material adverse conditions being imposedvoting any of the Investor Shares; (d2) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated purchase by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there Investor of the Investor Shares shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders require the Investor or any of its affiliates to file a prior notice under the Change in Bank Control Act, or otherwise seek prior approval or non-objection of any state or federal banking regulator; (ii) require the Investor or any of its affiliates to become a bank holding company; or (iii) cause the Investor, together with any other than IHC and its Affiliates) of a majority person whose securities of the shares of common stock of Buyer present in person or by proxy at Company would be aggregated with the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all Investor’s securities of the outstanding shares Company for purposes of capital stock any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of RAS such securities by the Investor and RAS shall own directly all such other persons) would represent more than 9.9% of any class of voting securities of the Company outstanding shares on the date of capital stock the Closing (after giving effect to the purchase of First Standard Associates Corp.the Investor Shares contemplated hereby); and (k3) Sellerthe conditions set forth in Section 10 of the Branch Purchase Agreement, IHC, other than the Company and its Subsidiaries, condition set forth in Section 10.3(e) of the Branch Purchase Agreement with respect to the Company’s acceptance of the proceeds of the Acceptable Financing (as applicabledefined in the Branch Purchase Agreement), shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerbeen satisfied or waived.

Conditions. 4.1 Conditions to the Obligations of Investor The obligations of Buyer Investor to consummate complete the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Buyer, subject to the satisfaction of each of the following conditionssatisfaction, on or prior to the Closing Date, any of which the following conditions. The parties acknowledge and agree that each of the following conditions is included for the exclusive benefit of Investor and may be waived by BuyerInvestor in whole or in part without prejudice to its right to rely on any other conditions: (a) the representations and warranties of the Corporation set out in Article III and Article IV the Convertible Debentures shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements on the Closing Date and covenants required hereby the Corporation shall have delivered to be performed or satisfied by them prior to or Investor at the Time of Closing certificates dated the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b)duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect. The receipt of such certificates and all filings, registrations and notifications necessary to permit the consummation closing of the transactions contemplated by this Agreement shall not be nor be deemed to be a waiver of the representations and warranties contained in the Convertible Debentures, which representations and warranties shall continue in full force and effect for the benefit of Investor as provided in the Convertible Debentures; (b) all of the terms, covenants, obligations and conditions of this Agreement and the Ancillary Agreements Convertible Debentures to be complied with or performed by the Corporation on or before the Closing Date shall have been obtained complied with or made with no performed in all material adverse conditions being imposedrespects, and the Corporation shall have delivered to Investor at the Closing certificates dated the Closing Date, duly executed by the senior officers of the Corporation reasonably acceptable to Investor, to such effect; (dc) no action, suit or proceeding shall be pending or threatened by any Authority or any other Person that is not a party to this Agreement (restrain or an Affiliate thereof) shall have obtained a Court Order which makes prohibit the completion of the 7 - 7 - transactions contemplated by this Agreement or to prevent or restrain the Ancillary Agreements illegal Corporation, in any material respect, from carrying on its business as presently carried on; (d) all actions, proceedings, instruments, documents and all other legal matters relating to the subscriptions contemplated by this Agreement shall have been approved as to form and legality to the satisfaction of Investor's outside counsel, acting reasonably, and all instruments and documents to be delivered by the Corporation pursuant to this Agreement prior to or otherwise prohibitedon the Closing Date shall have been delivered prior to or on the Closing Date; without limiting the generality of the foregoing, the Corporation shall duly authorize the execution and delivery of the Convertible Debentures and the performance of its obligations thereunder and provide documentation evidencing same to Investor, and, without notice or any action by Investor, the Corporation shall prepare and file, as required, any amendments to its constating documents and by-laws necessitated by the execution and delivery of the Convertible Debentures and the performance of the Corporation's obligations thereunder; (e) there shall not have occurred any eventbeen no change, change or condition that, individually or in the aggregate, which has had or could reasonably be expected to have have, a Material Adverse EffectEffect (as defined in the Convertible Debentures) since the date of the Audited Financial Statements (as defined in the Convertible Debentures); (f) the Company Board of Directors of the Corporation shall have capital approved the terms of this Agreement and surplus the consummation of no less than $21,300,000 under GAAPthe transactions contemplated hereby, including to an extent and in a manner sufficient to render inapplicable to the transactions contemplated by this Agreement the provisions of Section 203 of the General Corporation Law of the State of Delaware; (g) First Standard the Corporation shall have entered into delivered to Investor at the Reinsurance Treaties Closing Date an opinion of the Corporation's outside counsel as described to such matters as are reasonably requested by Investor's outside counsel, all reasonably satisfactory in Section 6.13form, substance and scope to Investor's outside counsel; (h) Buyer the Corporation and its Affiliates and Seller and its Affiliates, as applicable, Investor shall have entered executed and delivered the Amended Registration Rights Agreement (as defined in the Convertible Debentures) on the 8 - 8 - terms contemplated by the Convertible Debentures and in a form reasonably satisfactory to Investor's outside counsel, and when delivered hereunder such Registration Rights Agreement will be a legal, valid, binding and enforceable obligation of the Corporation except as the same may be limited by creditors rights laws and general principles of equity; (i) the Corporation shall have filed and delivered to the American Stock Exchange ("AMEX") an additional listing application (with respect to all common shares into which any of the Convertible Debentures may be converted) in a service agreement or agreements form and on terms reasonably satisfactory in form, substance and scope to Investor's outside counsel, and shall use its best efforts to ensure that such common shares become listed on AMEX; (j) the Corporation shall have obtained all waivers, consents and other Approvals of all Authorities and other third Persons (including consent by NHP (such consent and all documentation executed in connection therewith to be in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC Investor and its Affiliatesoutside counsel) of a majority to the "change in control" (as defined in the NHP Lease) caused by execution of the shares Convertible Debentures and the completion of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved transactions contemplated thereby) required to complete the transactions contemplated by this Agreement; Agreement (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), provided evidence in form and content reasonably substance satisfactory to BuyerInvestor, acting reasonably, that all such waivers, consents and other Approvals have been obtained).

Conditions. The obligations Incremental Term Loan Commitments shall become effective as of Buyer to consummate the transactions provided for hereby are subject, first date that the following conditions precedent have been satisfied: (i) all conditions set forth in the discretion of Buyer, Section 4.4 with respect to the satisfaction of each of the following conditions, on or prior to applicable Incremental Projects shall have been met; (ii) since the Closing Date, any of no event or circumstance which may has had a Material Adverse Effect shall have occurred and be waived by Buyer:continuing; (aiii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would exist immediately after giving effect to the borrowings to be made on the Incremental Satisfaction Date; (iv) all representations and warranties contained in Article III this Agreement and Article IV the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct when made and at in all material respects on and as of the Closing Incremental Satisfaction Date as if (unless such representations representation and warranties were made at warranty is qualified by materiality, in which event such time (except that those representations representation and warranties which are made as of a specific date warranty shall be true and correct only in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date); , except to the extent that such representations and warranties expressly relate solely to an earlier date (b) Seller, IHC in which case such representations and the Company warranties shall have performed been true and satisfied correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all agreements respects) on and covenants required hereby to be performed or satisfied by them prior to or at as of such earlier date) and except for changes in factual circumstances permitted under the Closing DateLoan Documents; (cv) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b)the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions with respect to the Increase Joinder to the extent reasonably requested by, and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Sellerto, the Required Lenders; (ivi) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Administrative Agent shall have approved received, at least ten (10) Business Days prior to the transactions contemplated by this Agreement;requested Incremental Satisfaction Date: (ja) The Company shall own directly all of All documentation and other information regarding the outstanding shares of capital stock of RAS Pledgors and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Patriot Act; and (kb) Seller, IHCBeneficial Ownership Certifications with respect to each Pledgor and each applicable Obligor. (vii) the Borrower has delivered a notice meeting the requirements set forth in this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, the Company and its Subsidiaries, as applicable, Borrower shall have delivered to the documents required Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in consultation with the Independent Engineer) and (B) a certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be delivered by them pursuant reasonable at the time made and at the time made available to Section 9.1(a)the Administrative Agent, in form the Lenders and content reasonably satisfactory to BuyerLC Issuers and as of the Incremental Satisfaction Date.

Conditions. The obligations of Buyer to consummate Notwithstanding anything in this Agreement or the transactions provided for hereby are subject, in the discretion of Buyer, Plan to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: contrary: (a) the representations and warranties in Article III and Article IV Company may, if it shall be true and correct when made and determine it necessary or desirable for any reason, at and as the time of award of any Option or the issuance of any shares of Common Stock pursuant to any Option, require the recipient of the Closing Date Option, as if such representations a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the shares of Common Stock issued pursuant thereto for its, his or her own account for investment and warranties were made at such time (except that those representations not for distribution; and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Option or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Option, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Option shall have performed and satisfied not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in all material respects all agreements and covenants required hereby to be performed whole or satisfied by them prior to in part, unless such listing, registration, qualification, consent or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements approval shall have been effected or obtained or made with no material adverse free of any conditions being imposed; (d) no Person that is not a party acceptable to the Company. Notwithstanding any other provision of the Plan, this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes any other agreements entered into pursuant to the transactions contemplated by Plan, the Company will not be required to issue any shares of Common Stock under this Agreement or the Ancillary Agreements illegal Plan, and a Participant may not sell, assign, transfer or otherwise prohibited; dispose of shares of Common Stock issued pursuant to any Options granted under this Agreement or the Plan, unless (ea) there is in effect with respect to such shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Administrator, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Administrator may restrict the rights of Participants to the extent necessary to comply with Section 16(b) of the Exchange Act, the Code or any other applicable law or regulation. The grant of an Option pursuant to this Agreement or the Plan shall not have occurred limit in any event, change way the right or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) power of the Company shall have to make adjustments, reclassifications, reorganizations or changes of its capital and surplus or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement business or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerassets.

Conditions. The obligations of Buyer to consummate Notwithstanding anything in this Agreement or the transactions provided for hereby are subject, in the discretion of Buyer, Plan to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: contrary: (a) the representations and warranties in Article III and Article IV Company may, if it shall be true and correct when made and determine it necessary or desirable for any reason, at and as the time of award of any Award or the issuance of any shares of Common Stock pursuant to any Award, require the recipient of the Closing Date Award, as if such representations a condition to the receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Award or the shares of Common Stock issued pursuant thereto for his or her own account for investment and warranties were made at such time (except that those representations not for distribution; and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and if at any time the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of any Award or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the award of any Award, the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such Award shall have performed and satisfied not be awarded or such shares of Common Stock shall not be issued or such restrictions shall not be removed, as the case may be, in all material respects all agreements and covenants required hereby to be performed whole or satisfied by them prior to in part, unless such listing, registration, qualification, consent or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements approval shall have been effected or obtained or made with no material adverse free of any conditions being imposed; (d) no Person that is not a party acceptable to the Company. Notwithstanding any other provision of the Plan, this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes any other agreements entered into pursuant to the transactions contemplated by Plan, the Company will not be required to issue any shares of Common Stock under this Agreement or the Ancillary Agreements illegal Plan, and a Participant may not sell, assign, transfer or otherwise prohibited; dispose of shares of Common Stock issued pursuant to any Awards granted under this Agreement or the Plan, unless (ea) there is in effect with respect to such shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body or self-regulatory organization that the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Committee may restrict the rights of Participants to the extent necessary to comply with Article 16(b) of the Exchange Act, the Code or any other applicable law or regulation. The grant of an Award pursuant to this Agreement or the Plan shall not have occurred limit in any event, change way the right or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) power of the Company shall have to make adjustments, reclassifications, reorganizations or changes of its capital and surplus or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement business or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerassets.

Conditions. (a) Properties Other than Coronado South and Rivermark. Except as provided in Section 5.8(b) and 5.8(c), but notwithstanding any other provision of this Agreement to the contrary, Buyer's obligation to purchase a Property shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) The obligations Title Company being irrevocably and unconditionally committed to issue, upon the sole condition of the payment of its regularly scheduled premium, the Policy with respect to such Property, insuring Buyer in the amount of the Purchase Price allocable to such Property that title to such Property is vested of record in Buyer on the Closing Date subject only to the Permitted Exceptions (and, to the extent provided in Section 3.3, any New Matters); (ii) Except to the extent such matters are the responsibility of the Buyer under the Management Agreement relating to the Coronado South Property (during the time such Management Agreement is in effect), the physical condition of the Property shall be in at least substantially the same physical condition on the Closing Date as on the Effective Date, reasonable wear and tear and loss by casualty or condemnation excepted (subject to the provisions of Article VI); and (iii) To the extent any of the following would reasonably be expected to materially and adversely affect the Buyer, any Property or Buyer's ownership of such Property after the Closing Date (including but not limited to the ability of Buyer to consummate the transactions provided for hereby are subjectoperate such Property as a multifamily residential property), in the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time Date: (except that those representations and warranties which are made as of a specific date A) There shall be true and correct only as no litigation, administrative action or governmental proceeding pending or threatened in writing by any applicable governmental agency against a Property or the Seller of such date); Property, which seeks to restrain or prohibit the purchase and sale of the Property; provided, however, that in the event of any such litigation, administrative action or proceeding, Buyer's obligation to purchase such Property shall not terminate if, within ten (b10) Sellerbusiness days, IHC such action is dismissed or a court order is issued allowing the sale to proceed; and provided, further, that in the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at event the Closing Date; (c) all Consents from of such Property proceeds on the basis of such a court order or in the event of any Personlitigation, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary administrative action or governmental proceeding pending or threatened in writing against a Property or the Seller of such Property which seeks to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained obtain damages or made a discovery order with no material adverse conditions being imposed; (d) no Person that is not a party respect to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal purchase and sale of the Property, but which does not seek to restrain or otherwise prohibited;prohibit the purchase and sale of the Property, the Closing of such Property shall proceed and Sellers hereby agree to protect, indemnify and hold harmless Buyer and its subsidiaries, affiliates, partners and constituent entities, and all their respective employees, shareholders, officers and directors, successors and assigns, from and against any Losses (but specifically excluding lost profits) arising from such litigation or administrative action or other governmental proceeding, and such indemnity shall not be limited by the provisions of Section 4.7; and (eB) there shall not have occurred any event, change or condition that, individually or Except to the extent such proceedings are the subject of Sellers' indemnity as set forth in the aggregatesecond paragraph of Section 4.7, has had no proceedings shall be pending or threatened in writing by the applicable governmental agency which could or would cause the redesignation or other modification of the zoning classification of, or of any building code requirements applicable to, the Property or any portion thereof which would reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital material adverse effect on Buyer's ability to own, operate, maintain and surplus repair such Property as a multi-family residential property. The failure of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority any of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting foregoing conditions to occur solely with respect to any Property shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required not be deemed to be delivered by them pursuant a failure of such condition with respect to Section 9.1(a), in form and content reasonably satisfactory to Buyerany other Property.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by BuyerEmployer agrees: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority With respect to the investment option of the shares of common stock of Buyer present in person or by proxy Plan that is funded under the Guaranteed Interest Option and to the extent that the Plan provides for allocations to, and transfers to and from such option are to be made solely at the Buyer's Stockholders Meeting shall have approved discretion of the transactions contemplated individuals covered by the Plan, such allocations and transfers are to be made in accordance with instructions by the Employer or Participant covered by the Plan. We are to be given at least 60 days advance written notice by the Employer of any noncompliance with this Agreement;condition. (jii) The Company shall own directly all Employer is to provide us with any amendment to the Plan or its investment policy, any communication to the Participants covered by the Plan concerning the Guaranteed Interest Option or the investment option of the outstanding shares of capital stock of RAS and RAS shall own directly all of Plan to which it relates, or any change in the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, manner in which the Company and its Subsidiaries, as applicable, shall have delivered the documents required Plan is administered. Any such document is to be delivered provided to us at least 60 days before its effective date. We may also request, and the Employer will thereupon provide, any other information that we reasonably determine would bear upon the flow of funds to and from the Guaranteed Interest Option. If the conditions stated in (i) and (ii) above are not complied with or, if the Employer fails to remit Contributions in accordance with Part III on "Contributions, Allocations and Discontinuance" or if we determine and so notify the Employer by them pursuant written notice that an amendment to Section 9.1(a)the Plan, its investment policy, or any change in form the manner in which the Plan is administered would materially and content reasonably satisfactory adversely affect the flow of funds to Buyeror from the Guaranteed Interest Option, then we will have the right to: 1. decline further requests for transfers to or from the Guaranteed Interest Option; and/or 2. deem that a discontinuance of Contributions has occurred under the section, "Discontinuance of Contributions".

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, If with respect to the satisfaction of each Borrowed Securities, (i) the Company has not performed all of the following conditions, obligations required to be performed by it under this Agreement on or prior to the Closing DateTime or any Date of Delivery, as the case may be, (ii) any of which the conditions set forth in Section 5 hereof have not been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be, or (iii) any of the conditions set forth in the applicable Forward Sale Agreement shall not have been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be waived by Buyer: (aclauses (i) through (iii), together, the representations “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and warranties in Article III and Article IV shall be true and correct when made and at and as of deliver for sale to the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of Underwriters the Borrowed Securities otherwise deliverable on such date); . In addition, in the event the Forward Seller determines that in connection with establishing its commercially reasonable hedge position, in its sole judgment, the Forward Seller (bor its affiliate) Seller(x) is unable, IHC after using commercially reasonable efforts, to borrow and deliver for sale the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby full number of Borrowed Securities to be performed or satisfied by them prior borrowed and sold pursuant to or this Agreement at the Closing Date; Time or on such Date of Delivery or (cy) would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so with respect to all Consents from or any Personportion of such full number of Borrowed Securities, including without limitation those set forth on Schedule 3.7(b)then, in each case and all filings, registrations and notifications necessary to permit upon notice delivered no later than 9:00 A.M. (Eastern time) at the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement Closing Time or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus Date of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its AffiliatesDelivery, as applicable, the Forward Seller shall have entered into a service agreement only be required to deliver for sale to the Underwriters on the Closing Time or agreements in form and substance reasonably satisfactory to each such Date of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) Delivery, as the case may be, the aggregate number of a majority of the shares of common stock of Buyer present Common Stock that the Forward Seller or its affiliate is able to borrow in person connection with establishing its hedge position at or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerbelow such cost.

Conditions. The obligations of Buyer Notwithstanding any other provision, as a condition precedent to consummate the transactions provided for hereby are subjecteach Closing (defined below), in the discretion of Buyer, to the satisfaction of each all of the following conditions, on or prior to the Closing Date, any of which may conditions must be waived by Buyersatisfied: (a) the representations 1. All documents, instruments and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants other writings required hereby to be performed delivered by Company to Purchaser pursuant to any provision of this Agreement or satisfied by them prior in order to or at implement and effect the Closing Date; (c) all Consents from any Persontransactions contemplated herein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; 2. The Common Stock is listed for and currently trading on the Trading Market, Company is in compliance with all requirements to maintain listing on the Trading Market, and there is no notice of any suspension or delisting with respect to the trading of the shares of Common Stock on such Trading Market (other than with respect to such notices and matters as have been publicly disclosed by the Company prior to the date of this Agreement); 3. The representations and warranties of Company set forth in this Agreement are true and correct in all material respects as if made on Schedule 3.7(b)such date; 4. No material breach or default has occurred under any Transaction Document or any other agreement with Purchaser; 5. Company has the number of duly authorized shares of Common Stock reserved for issuance as required pursuant to the terms of this Agreement; and 6. There is not then in effect any law, and all filingsrule or regulation prohibiting or restricting the transactions contemplated in any Transaction Document, registrations and notifications necessary to permit or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the consummation effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement and the Ancillary Agreements shall Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction will have been obtained enacted, entered, promulgated or made with no material adverse conditions being imposed; (d) no Person adopted by any court or governmental authority of competent jurisdiction that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved prohibits the transactions contemplated by this Agreement; (j) The Company shall own directly all , and no actions, suits or proceedings will be in progress, pending or, to Company's knowledge threatened, by any person other than Purchaser or any Affiliate of Purchaser, that seek to enjoin or prohibit the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered transactions contemplated by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerthis Agreement.

Conditions. The obligations obligation of Buyer Seller, on one hand, and Purchaser, on the other hand, to consummate the transactions provided for hereby are subject, in transaction contemplated hereunder is contingent upon the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyerfollowing: (a) the Each party’s representations and warranties in Article III and Article IV contained herein shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements as of the date of this Agreement and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (b) As of the Closing Date, each party shall have performed its obligations hereunder and all deliveries made at Closing shall be tendered; (c) all Consents from any PersonNo actions, including without limitation those set forth on Schedule 3.7(b)suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against the other party that would materially and all filings, registrations and notifications necessary adversely affect the other party’s ability to permit the consummation of the transactions contemplated by perform its obligations under this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposedexist; (d) no Person that is not No pending or threatened action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a party discovery order with respect to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited;consummation of the transaction contemplated hereby shall exist; and (e) there Seller will pursue the eviction of all tenants on subject property (if any) and no leases shall survive the Closing (if any). So long as neither party is not in default hereunder, if any condition to a party’s obligations to proceed with the Closing hereunder has not been satisfied as of the Closing Date, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date. Or, such party may elect to close, not withstanding the non-satisfaction of such condition, in which event such party shall be deemed to have occurred waived any event, change or condition that, individually or such condition. There shall be no liability on the part of the other party hereto for breaches of representations and warranties of which the party electing to close had knowledge as of the Closing. Nothing in the aggregate, has had or could reasonably be expected foregoing shall relieve a party from any liability it would otherwise have if the failure of such party to have satisfy a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into condition also constitutes a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or default by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyersuch party hereunder.

Conditions. The obligations of Buyer Your obligation to consummate purchase the transactions provided for hereby are subject, in Notes on the discretion of Buyer, Closing Date shall be subject to the satisfaction performance by the Company of each its agreements hereunder which by the terms hereof are to be performed at or prior to the time of delivery of the Notes and to the following conditionsfurther conditions precedent: (a) Closing Certificates. (1) Concurrently with the delivery of the Notes on the Closing Date, you shall have received a certificate dated the Closing Date, signed by a Responsible Officer of the Company, the truth and accuracy of which shall be a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (i) the representations and warranties of the Company set forth in Exhibit C hereto are true and correct on and with respect to the Closing Date, (ii) the Company has performed all of its obligations hereunder which are to be performed on or prior to the Closing Date, any and (iii) no Default or Event of Default has occurred and is continuing; and (2) You shall have received a certificate dated the Closing Date, signed by an authorized officer of each of the Existing Subsidiary Guarantors, the truth and accuracy of which may shall be waived by Buyer: a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (ai) the representations and warranties of the Existing Subsidiary Guarantors set forth in Article III and Article IV shall be the 2002 Subsidiary Note Guaranty are true and correct when made on and at and as of with respect to the Closing Date as if such representations and warranties were made at such time Date, (except that those representations and warranties ii) each Existing Subsidiary Guarantor has performed all of its obligations under the 2002 Subsidiary Note Guaranty which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed on or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (diii) no Person that Default or Event of Default has occurred and is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyercontinuing.

Conditions. Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of Buyer each party to consummate effect the transactions provided for hereby are subject, in the discretion of Buyer, Merger shall be subject to the satisfaction of each fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the Merger shall have been adopted and approved by the affirmative vote of holders of (i) a majority of the outstanding shares of PZE Common Stock; and (ii) a majority of the outstanding shares of DVN Common Stock and the Northstar Exchangeable Shares voting as a single class with the DVN Special Voting Stock voting for the Northstar Exchangeable Shares as provided in DVN's charter. (b) The waiting period applicable to the consummation of the Merger shall have expired or been terminated under (i) the HSR Act and (ii) any mandatory waiting period under any applicable foreign competition or antitrust law or regulation where the failure to observe such waiting period referred to in this clause (ii) would have, individually or in the aggregate, a DVN Material Adverse Effect or a PZE Material Adverse Effect. (c) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger; provided, however, that prior to invoking this condition each party agrees to comply with Section 7.5, and with respect to other matters not covered by Section 7.5, to use its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the consummation of the Merger. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect. (e) The shares of Newco Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE or the AMEX, subject to official notice of issuance. Section 8.2 Conditions to Obligation of PZE to Effect the Merger. The obligation of PZE to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) DVN shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, any of which may be waived by Buyer: (a) Date and the representations and warranties of DVN and Newco contained in Article III this Agreement and Article IV in any document delivered in connection herewith (i) to the extent qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct when made and at (ii) to the extent not qualified by DVN Material Adverse Effect or any other materiality qualification shall be true and correct so long as any failures of such representations and warranties to be true and correct, individually or in the aggregate, do not have a DVN Material Adverse Effect, as of the date of this Agreement and as of the Closing Date as if such (except for representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall specified date, which need be true and correct only as of such the specified date);, and PZE shall have received a certificate of the DVN, executed on its behalf by its President or a Vice President of DVN, dated the Closing Date, certifying to such effect. (b) Seller, IHC and the Company PZE shall have performed and satisfied in all material respects all agreements and covenants required hereby received the opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., counsel to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any PersonPZE, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each PZE, dated the Closing Date, a copy of Buyer and Seller; which shall be furnished to DVN, to the effect that (i) The holders (other than IHC and its Affiliatesthe Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code and (ii) no gain or loss will be recognized by PZE or the stockholders of PZE who exchange all of their PZE Common Stock solely for Newco Common Stock pursuant to the Merger (except with respect to cash received in lieu of a majority fractional share interest in Newco Common Stock). In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of PZE and DVN as to such matters as such counsel may reasonably request. (c) At any time after the shares date of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company , there shall own directly not have been any event or occurrence, individually or in the aggregate with all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Sellersuch events or occurrences, IHC, the Company and its Subsidiaries, as applicable, shall that have delivered the documents required had or is likely to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerhave a DVN Material Adverse Effect.

Conditions. The obligations (a) Each Backstop Purchaser’s obligation to purchase shares of Buyer Class A Common Stock pursuant to consummate the transactions provided for hereby are subject, in the discretion of Buyer, its Backstop Commitment is subject to the satisfaction of each of the following conditions, on or prior to : (i) the Closing Date, any of which may Company shall be waived by Buyer: in compliance with its obligations under this Agreement in all material respects; (aii) the representations and warranties of the Company set forth in Article III and Article IV this Agreement shall be true and correct when made and at and as of the date of this Agreement and the Closing Date as if and the failure of any such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall to be so true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b)has not resulted in, and all filings, registrations and notifications necessary would not reasonably be expected to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition thatresult in, individually or in the aggregate, a Company Material Adverse Effect; and (iii) to the extent required by the rules of Nasdaq, the Company shall have obtained the Stockholder Approval. (b) The Company’s obligations hereunder are subject to the following conditions: (i) the Backstop Purchasers shall be in compliance with their respective obligations under this Agreement in all material respects; (ii) the representations and warranties of the Backstop Purchasers hereunder shall be true and correct as of the date of this Agreement and the Closing and the failure of any such representations and warranties to be so true and correct has had or could not resulted in, and would not reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect; (f) material adverse effect on the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority ability of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved Backstop Purchasers to consummate the transactions contemplated by this Agreement; ; and (jiii) The Company shall own directly all to the extent required by the rules of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHCNasdaq, the Company and its Subsidiaries, as applicable, shall have delivered obtained the documents Stockholder Approval. (c) The Closing is further subject to the satisfaction or waiver of the following conditions: (i) consummation of the Rights Offering and delivery of the Subscription Notice to the Backstop Purchasers; (ii) to the extent required to be delivered by them pursuant to Section 9.1(athe rules of Nasdaq, stockholder approval of this Agreement and the issuance of the Backstop Acquired Shares in compliance with Nasdaq Rule 5635 (the “Stockholder Approval”), in form ; and content reasonably satisfactory to Buyer(iii) the consummation of the Exchange Transactions.

Conditions. The obligations of Buyer the Vendors to consummate sell the transactions provided for hereby are subject, in the discretion of Buyer, Purchased Shares shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each of the following conditionsconditions precedent (each of which is for the exclusive benefit of the Vendors and may be waived by the Vendors, in whole or in part at their option, and any one or more of which, if not satisfied or waived, will relieve the Vendors of any obligation under this Agreement): (a) each of the acts, undertakings, obligations, agreements and covenants of the Purchaser under this Agreement or under any Closing Document to be performed or complied with on or prior before the Closing Date shall have been duly performed or complied with in all material respects, and the Vendors shall have received a certificate of the Purchaser addressed to the Vendors and dated as of the Closing Date, confirming same. The acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any of which may be waived by Buyer:Closing Document; and (ab) each of the representations and warranties made in Article III and Article IV favour of the Vendors pursuant to this Agreement shall be true true, complete and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time in all material respects (except that those representations and warranties which are made qualified as of a specific date to material, materiality, Material Adverse Change or similar expressions, or are subject to the same or similar type exceptions, shall be true true, complete and correct only in all respects) on the Closing Date as if made on and as of such date); (b) Seller, IHC and the Company Vendors shall have performed received a certificate of the Purchaser addressed to the Vendors and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at dated as of the Closing Date; (c) , confirming same. The acceptance by the Vendors, in their sole discretion, of a certificate which does not correspond in all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary respects to permit the consummation terms of the transactions contemplated by preceding sentence shall be deemed to be a waiver of any representation or warranty contained in this Agreement and to the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerextent therein described.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) If Purchaser has actual knowledge, or should ---------- have actual knowledge by inspection of the representations and warranties in Article III and Article IV shall be true and correct when made and Property or of the public records at and or before the Closing, that (i) any representation of Seller hereunder is untrue, as of the Closing Date as if date represented, or (ii) Seller has failed to perform, observe or comply with any covenant, agreement or condition to be performed hereunder, Purchaser shall notify Seller of such representations and warranties were made at such time within five (except that those representations and warranties which are made as of a specific date 5) days after discovery by Purchaser. Purchaser's failure to so notify Seller shall be true deemed to constitute Purchaser's waiver of same as a condition to Closing and correct only as of such date);otherwise. (b) In the event that (A) any of Seller, IHC 's representations made in Section 3.1 are not true as of the date of this Agreement (and for the Company purposes hereof a representation shall have performed be untrue only if factually untrue and satisfied in all having a material respects all agreements and covenants required hereby to be performed adverse business or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth legal impact on Schedule 3.7(bPurchaser), and all filings(B) Purchaser has actual knowledge, registrations and notifications necessary to permit the consummation or should have actual knowledge by inspection of the transactions contemplated Property or of the public records at or before the Closing that any of Seller's representations referred to in clause (A) of this sentence are untrue, then Purchaser may, as its sole remedy (whether at law or in equity), all other claims for damages or specific performances being hereby expressly waived by Purchaser, elect to terminate this Agreement, and the sole liability of Seller shall be to return to Purchaser the Deposit, together with any interest accrued thereon, and thereupon, this Agreement shall be null and void and the Ancillary Agreements parties hereto shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to be relieved of all further obligations and liability under this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any eventAgreement, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC with respect to those obligations and its Affiliates) liabilities which expressly survive the termination of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. The obligations obligation of Buyer Star to consummate make its contributions at Closing to the transactions capital of the Partnership provided for hereby are subject, in the discretion of Buyer, herein shall be subject to the satisfaction performance by ▇▇▇▇▇ in all material respects of each all of the following conditions, agreements to be performed by it hereunder on or prior to before the Closing Date, any and the accuracy in all material respects of which may be waived by Buyerthe representations in Exhibit B and to the following further conditions: (a) ▇▇▇▇▇ shall have conducted its business operations at the representations Theatre Properties in the ordinary course and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties same manner in which are made as of a specific date shall be true and correct only as of such date);the same have heretofore been conducted. (b) SellerAfter the date hereof, IHC and the Company ▇▇▇▇▇ shall have performed and satisfied in all material respects all agreements and covenants required hereby incurred no expenses or obligations, without the consent of Star, relating to be performed or satisfied by them prior to or at the Closing Date;▇▇▇▇▇ Undeveloped Theatre Property. (c) all Consents Star shall have received, from counsel to ▇▇▇▇▇, an opinion in the form of Exhibit E. (d) There shall not be pending or threatened on the Closing Date any Personaction, including without limitation those set forth on Schedule 3.7(b)suit or proceeding, and all filingswhether administrative or judicial, registrations and notifications necessary seeking to permit enjoin, restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement and or which may adversely affect the Ancillary Agreements right of the Partnership directly or indirectly to lease, operate or control any or all of the Theatre Properties, nor shall have been obtained there be in effect on the Closing Date any order, judgment or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (decree by any court or an Affiliate thereof) shall have obtained a Court Order which makes other governmental body enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or subjecting Star or the Ancillary Agreements illegal or otherwise prohibited;Partnership to any liability. (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company Star shall have capital received a letter from ▇▇▇▇▇ ▇▇▇▇▇ and surplus ▇▇▇▇▇▇ ▇▇▇▇▇, dated as of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its AffiliatesClosing Date, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to the Star Partner, stating that each of Buyer ▇▇▇▇▇ ▇▇▇▇▇ and Seller;▇▇▇▇▇▇ ▇▇▇▇▇ agrees to perform and be bound by the terms of this Agreement applicable to him or her, as if each was a signatory hereto. (if) The holders (other than IHC and its Affiliates) Star shall have received owner’s policies of a majority title insurance, in the name of the shares of common stock of Buyer present Partnership at Star’s expense, on American Land Title Association Owner’s Form B (1987), including mechanic’s lien coverage and survey coverage, issued by a reputable title insurance company satisfactory to Star (the “Title Company”), dated the Closing Date in person or amounts reasonably acceptable to Star and reinsured by proxy at reputable title insurance companies (the Buyer's Stockholders Meeting “Reinsurance Companies”), reasonably satisfactory to Star in amounts reasonably acceptable to Star, which Reinsurance Companies each shall have approved entered into a direct access agreement with Star, with respect to the transactions contemplated by this Agreement;Theatre Properties, insuring the Partnership’s leasehold interest in such Theatre Properties, subject only to Permitted Encumbrances (including easements and restrictions of record which do not interfere with the use of any of the Theatre Properties) and to no other exceptions, whether standard, printed or otherwise, and containing non-imputation endorsements and such other affirmative insurance as Star may reasonably request. (jg) The Company Star shall own directly all have obtained, at its expense, ALTA surveys reasonably satisfactory to Star, of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; andTheatre Properties. (kh) Seller, IHC, the Company and its Subsidiaries, as applicable, ▇▇▇▇▇ shall have delivered to Star the documents Disclosure Schedules required to be delivered by them pursuant ▇▇▇▇▇ hereunder and the exceptions to the representations and warranties of ▇▇▇▇▇ set forth in such Disclosure Schedules shall be reasonably acceptable to Star. If Star does not accept any exception set forth in a proposed Disclosure Schedule received from ▇▇▇▇▇, Star shall object to such exception by written notice to ▇▇▇▇▇ within ten (10) days after its receipt of such Disclosure Schedule. If Star does not object to any exception within such period, the condition set forth in this Section 9.1(a)10.1(i) shall be waived with respect to such exception. (i) There shall have been obtained any necessary consents to the assignment of the Leases to the Partnership, and any necessary waivers of radius restrictions in such Leases. (j) ▇▇▇▇▇ shall have delivered to Star a letter dated as of the Closing Date, in form and content substance reasonably satisfactory to BuyerStar, certifying that the conditions specified in this Section 11.1 have been satisfied (other than any conditions waived in writing by Star). (k) ▇▇▇▇▇ shall have obtained non-disturbance agreements in form and substance satisfactory to Star, from all mortgagees of the Theatre Properties included in the Contributed Assets.

Conditions. Section 6.1 Conditions to Each Party’s Obligation To Effect the Merger. The obligations respective obligation of Buyer each party to consummate effect the transactions provided for hereby are subject, in the discretion of Buyer, Merger shall be subject to the satisfaction of each of the following conditions, on or prior to the Closing Date, Date of each of the following conditions (any or all of which may be waived by Buyerthe parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (i) This Agreement shall have been adopted and approved by the Company Required Vote and (ii) the Parent Proposal shall have been approved and adopted by the Required Parent Vote; (b) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Merger or makes the Merger illegal; (c) Other than filing the Certificate of Merger in accordance with the DGCL, all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on any party to this Agreement; (d) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) The shares of Parent Common Stock issuable to the stockholders of the Company in the Merger and to the holders of the Company Options, Company Stock Awards, and Performance Stock Awards shall have been authorized for listing on Nasdaq, subject to official notice of issuance. Section 6.2 Conditions to the Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) the (i) The representations and warranties of Parent set forth in Article III Sections 4.2, 4.3, 4.5(a) and Article IV all statements set forth in Section 4.27 (relating to Taxes) shall be true and correct when made in all material respects both at and as of the date of this Agreement and at and as of the Closing Date Date, as if such representations and warranties were made at and as of such time (except that those to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties which are made as of a specific date each of Parent set forth in this Agreement (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.5(a) and all statements set forth in Section 4.27 (relating to Taxes)), shall be true and correct only (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on Parent. The Company shall have received a certificate signed on behalf of Parent by each of two senior executive officers of Parent to the foregoing effect; (b) SellerParent shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby received a certificate signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent to be performed or satisfied by them prior to or at the Closing Datesuch effect; (c) all Consents from There shall not be pending any Personsuit, including without limitation those set forth on Schedule 3.7(b)action or proceeding by any Governmental Entity seeking to restrain, and all filingspreclude, registrations and notifications necessary to permit enjoin or prohibit the consummation Merger or any of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (jd) The Company shall own directly have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent and the Company, all of which are consistent with the outstanding shares state of capital stock of RAS and RAS shall own directly all facts existing as of the outstanding shares date on which the S-4 is filed and the Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of capital stock Section 368(a) of First Standard Associates Corp.the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.2(d), ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall have received and may rely upon the certificates and representations referred to in Section 5.13(d); (e) Parent must have delivered to its counsel, the Company and the Company’s counsel a certificate signed on behalf of Parent by a duly authorized officer of Parent certifying the representations set forth in Section 4.27 and as otherwise reasonably requested by the Company’s or Parent’s tax counsel; (f) During the period from the date of execution of this Agreement until the Effective Time, there shall not have occurred a Material Adverse Effect on Parent; (g) On a pro forma basis and after giving effect to all transactions contemplated by this Agreement to occur on the Closing Date, (i) Parent must have funds equal to at least the amount set forth on Section 6.2(g)(i) of the Parent Disclosure Letter available for borrowing under all tests and all provisions set forth in its credit agreements, as in effect on the Closing Date, (ii) no default or event of default would exist under such credit agreements of Parent, and (iii) additional debt in an amount equal to at least the amount set forth on Section 6.2(g)(iii) of the Parent Disclosure Letter would not result in a default or event of default under such credit agreements of Parent and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect; and (kh) SellerTo the extent that any notes remain outstanding under the Parent Indenture, IHCParent shall have complied with all the applicable provisions of the Parent’s Indenture so that on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Parent Indenture, and the Company shall have received a certificate of Parent signed on its behalf by its Chief Executive Officer or Chief Financial Officer to such effect. In addition, on a pro forma basis and after giving effect to all transactions contemplated by this Agreement, no default or event of default will have occurred under the Company Indenture (excluding any defaults or events of default in existence under the Company Indenture immediately prior to the Effective Time); provided that, to the extent any notes remain outstanding under the Company Indenture, the Company shall have complied with all the applicable provisions of the Company’s Indenture prior to the Effective Time, such that the Company’s failure to comply with the applicable provisions of the Company’s Indenture shall not have caused the default or event of default occurring on a pro forma basis and after giving effect to all transactions contemplated by this Agreement. Section 6.3 Conditions to Obligations of Parent to Effect the Merger. The obligations of Parent to effect the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Sections 3.2, 3.3 and 3.5(a) and all statements set forth in Section 3.26 (relating to Taxes) shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of the Company set forth in this Agreement (other than the representations and warranties set forth in Sections 3.2, 3.3 and 3.5(a) and the statements set forth in Section 3.26) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. Parent shall have received a certificate signed on behalf of the Company by each of two senior executive officers of the Company to the foregoing effect; (b) The Company shall have performed in all material respects each of its obligations under this Agreement required to be performed by it at or prior to the Effective Time pursuant to the terms of this Agreement, and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer to such effect; (c) There shall not be pending any suit, action or proceeding by any Governmental Entity seeking to (i) prohibit or limit in any material respect the ownership or operation by the Company or Parent or any of their respective affiliates of a substantial portion of the business or assets of the Company and its Subsidiaries, taken as applicablea whole, or to require any such Person to dispose of or hold separate any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, as a result of the Merger or any of the other transactions contemplated by this Agreement or (ii) restrain, preclude, enjoin or prohibit the Merger or any of the other transactions contemplated by this Agreement; (d) Parent shall have delivered received the documents required opinion of ▇▇▇▇▇▇▇▇ & Knight, LLP, counsel to be delivered by them pursuant to Section 9.1(a)Parent, in form and content substance reasonably satisfactory to BuyerParent, on the date on which the S-4 is filed and on the Closing Date, in each case dated as of such respective date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent and the Company, all of which are consistent with the state of facts existing as of the date on which the S-4 is filed or the Effective Time, as applicable, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368 of the Code. In rendering the opinion described in this Section 6.3(d), ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, shall have received and may rely upon the affiliate letters, certificates and representations referred to in Section 5.13(d); (e) The number of Dissenting Shares shall not exceed 10% of the outstanding shares of Company Common Stock; (f) All material consents and approvals of any Person that the Company or Parent or any of their respective Subsidiaries is required to obtain in connection with the consummation of the Merger, including consents and approvals from parties to loans, contracts, leases or other agreements, shall have been obtained, and a copy of each such consent and approval shall have been provided to Parent at or prior to the Closing, except for such consents and approvals the failure of which to be obtained individually or in the aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company or Parent, as applicable; (g) The Company must have delivered to its counsel, Parent and Parent’s counsel a certificate signed on behalf of the Company by a duly authorized officer of the Company certifying the representations set forth in Section 3.26 and as otherwise reasonably requested by the Company’s or Parent’s tax counsel; and (h) During the period from the date of execution of this Agreement until the Effective Time, there shall not have occurred a Material Adverse Effect on the Company.

Conditions. The obligations 6.2.1 Notwithstanding anything herein contained, the obligation of Buyer the Vendor to consummate complete the transactions provided for hereby are subject, in the discretion of Buyer, herein will be subject to the satisfaction of each fulfilment of the following conditions, on conditions at or prior to the Closing DateTime of Closing, any and the Purchaser covenants to use its commercially reasonable efforts to ensure that such conditions, to the extent under the control of which may be waived by Buyerthe Purchaser, are fulfilled: (a) The consideration payable pursuant to Sections 2.1(a), 2.1(b) and 2.1(c) to Vendor for the acquisition of the Purchased Shares shall be delivered by the Purchaser. (b) All representations and warranties of the Purchaser as contained in Article III and Article IV this Agreement shall be true and correct when made in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and at and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date as if made on and as of such date (except for representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date specified date, the accuracy of which shall be true and correct only determined as of such that specified date);. (bc) Seller, IHC All covenants to be performed by the Purchaser by the Closing Date as contained in this Agreement shall have been performed and the Company Purchaser shall have performed and satisfied complied in all material respects all agreements with its covenants in this Agreement. (d) All Consents and covenants Regulatory Approvals required hereby to be performed or satisfied obtained by them prior the Purchaser in connection with this Agreement and the Investor Rights Agreement and the transactions contemplated hereunder and thereunder shall have been obtained on terms and conditions satisfactory to or at the Closing Date;Vendor, acting reasonably. (ce) all Consents from There shall not exist any Personprohibition under Law, including without limitation those set forth on Schedule 3.7(b)a cease trade order, and all filingsinjunction or other prohibition or order at law or under applicable legislation, registrations and notifications necessary to permit against Purchaser which shall prevent the consummation of the transactions contemplated hereby or prevent the trading of the common shares of the Purchaser. (f) Since the date of this Agreement, there shall not have been any Purchaser Material Adverse Effect. (g) The Purchaser executing and delivering in favour of Vendor the Investor Rights Agreement. (h) The Purchaser shall deliver to the Vendor all in form and substance acceptable to Vendor, acting reasonably: (i) a certificate of incumbency with respect to Purchaser; (ii) a copy of the resolution of its Board of Directors (certified by a duly appointed officer as true and correct), authorising the signature of and the performance by Purchaser of its obligations under this Agreement, the Investor Rights Agreement, and each of the other documents (if any) to be executed by Purchaser pursuant to this Agreement or any of the foregoing agreements; and (iii) a certificate by Purchaser confirming that (i) all representations and warranties made pursuant to Section 3.2 of this Agreement are true and correct in all material respects to the extent not qualified by materiality or Purchaser Material Adverse Effect and in all respects to the extent qualified by materiality or Purchaser Material Adverse Effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date) and (ii) all covenants to be performed by the Purchaser by the Closing Date as contained in this Agreement have been performed and the Purchaser has complied in all material respects with its covenants in this Agreement. (i) The Purchaser shall have delivered to Vendor all documentation required under the policies of the CSE relating to the issuance of Talisker Securities to Vendor pursuant to Section 2.1. (j) The Samsung Security Interest shall have been discharged. 6.2.2 Notwithstanding anything herein contained, the obligation of the Purchaser to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Time of Closing, and Vendor and Bralorne, as the case may be, covenant to use their commercially reasonable efforts to ensure that such conditions are fulfilled: (a) All representations and warranties of Vendor in this Agreement shall be true and correct in all material respects to the extent not qualified by materiality or material adverse effect and in all respects to the extent qualified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date). (b) All covenants to be performed by the Vendor or Bralorne by the Closing Date as contained in this Agreement shall have been performed in all material respects and the Vendor or Bralorne, as the case may be, shall have complied in all material respects with its covenants in this Agreement. (c) All Consents and Regulatory Approvals required to be obtained by Bralorne or Vendor in connection with this Agreement and the Ancillary Agreements transactions contemplated hereunder shall have been obtained or made with no material adverse on terms and conditions being imposed;satisfactory to Purchaser, acting reasonably. (d) no Person that is not a party to this Agreement (or an Affiliate thereof) Vendor shall have obtained caused Bralorne to file a Court Order which makes notice of alteration in the transactions contemplated by this Agreement or form attached hereto as Schedule 6.2.2(d) to create the Ancillary Agreements illegal or otherwise prohibited;Class A Shares and Vendor shall have subscribed for that number of the Class A Shares for nominal consideration to provide Vendor with 50.1% of the outstanding votes required to elect Bralorne's directors immediately after the Closing. (e) there Bralorne’s directors shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;tendered their resignations. (f) the Company shall have capital Vendor and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, Purchaser shall have entered into a service shareholders agreement that is not a "unanimous shareholders agreement" pursuant to the Business Corporations Act (British Columbia), that will: (i) specify the size of Bralorne's board of directors and provide that Purchaser, as the holder of all of the outstanding common shares of Bralorne, will be entitled to nominate all of the directors of Bralorne; and (ii) provide that any matters requiring shareholder approval while Vendor holds Class A Shares must be approved by a special resolution of all shareholders, which shareholders agreement shall be in the form attached hereto as Schedule 6.2.2(f). (g) Vendor shall deliver, or agreements cause Bralorne to deliver, as the case may be, to the Purchaser, among other documents, all in form and substance reasonably satisfactory acceptable to each of Buyer and Seller;the Purchaser: (i) The holders the Books and Records of Bralorne within its possession or control; (ii) the share certificates (duly endorsed for transfer to the Purchaser or, as the Purchaser may direct, the Purchaser’s nominee) representing the Purchased Shares and shall cause Bralorne to register the transfer of the shares; (iii) a certificate of incumbency with respect to the Vendor; (iv) evidence satisfactory to Purchaser of the discharge of the Samsung Security Interest; (v) evidence satisfactory to Purchaser that Bralorne has sufficient cash on hand on the Closing Date to at a minimum satisfy the FT Expenses; (vi) evidence satisfactory to the Purchaser that the requirements of Section 4.1(o) have been satisfied in its sole discretion; (vii) evidence satisfactory to the Purchaser that the requirements of Section 4.1(p) have been satisfied in its sole discretion; (viii) a certificate of good standing or equivalent with respect to Bralorne; (ix) a mutual release between the directors and officers, on the one hand, and Bralorne, on the other hand, with effect from the Time of Closing, of those claims by and against Bralorne, as applicable, in the form satisfactory to Purchaser; (x) a mutual release between Vendor and Bralorne with effect from the Time of Closing of those claims by and against Bralorne, in the form satisfactory to Purchaser; (xi) a certificate executed by a senior officer of Vendor confirming that (A) all representations and warranties of Vendor in this Agreement are true and correct in all material respects to the extent not qualified by materiality or material adverse effect and in all respects to the extent qualified by materiality or material adverse effect as of the Closing Date as if made on and as of such date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); (B) all covenants to be performed by the Vendor or Bralorne by the Closing Date as contained in this Agreement have been performed in all material respects and each of the Vendor and Bralorne, as the case may be, has complied in all material respects with its covenants in this Agreement; and (C) as of the Closing Time, Bralorne has no outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise, matured or unmatured, including under any guarantee of any debt) other than IHC Reclamation and its AffiliatesRehabilitation Costs and the royalties set out in Schedule 1.1(uu) of a majority the Disclosure Letter; (xii) an opinion of Vendor’s legal counsel addressed to the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved Purchaser as to certain legal matters relating to Vendor and Bralorne, including corporate existence, authorization and enforceability relating to the transactions contemplated by hereby, the authorized and issued share capital of Bralorne and the shareholders of Bralorne as at the Time of Closing and the transfer of the Purchased Shares to the Purchaser, free and clear of any and all Encumbrances, in form and substance satisfactory to the Purchaser and its counsel, acting reasonably, and which is consistent in all material respects with the draft of such opinion that has been provided to the Purchaser and its counsel prior to the execution this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (kxiii) Seller, IHC, the Company Pro Forma Balance Sheet. (h) Vendor executing and its Subsidiaries, as applicable, delivering in favour of Purchaser the Investor Rights Agreement. (i) Vendor and Bralorne shall have delivered completed the documents reorganization set out in Schedule 6.2.2(i) of the Disclosure Letter. 6.2.3 The conditions precedent set out in Section 6.2.1 (except for the Regulatory Approvals required to be delivered by them pursuant to Section 9.1(aobtained in Sections 6.2.1(c) and 6.2.1(d), which are provided for the mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of Vendor and the conditions precedent set out in form Section 6.2.2 (except for the Regulatory Approvals required to be obtained in Sections 6.2.2(b) and content reasonably satisfactory 6.2.2(c), which are provided for the mutual benefit of the Purchaser and Vendor) are inserted for the sole benefit of the Purchaser. Either of the Purchaser or the Vendor may refuse to Buyerproceed with the closing of the purchase and sale of the Purchased Shares if the conditions precedent inserted for its benefit are not fulfilled to its reasonable satisfaction prior to the Closing Date and it shall incur no liability to any other party by reason of such refusal. 6.2.4 The foregoing conditions precedent may be waived in whole or in part by the party for whose benefit they are inserted in that party’s absolute discretion. No such waiver shall be of any effect unless it is in writing signed by the Party granting the waiver.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each 3.1 Completion of the Subscription shall be conditional upon the following conditions, on or prior to the Closing Date, any of which may be waived by Buyerconditions having been satisfied: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as passing of an ordinary resolution by the independent shareholders of the Closing Date as if such representations Company at the general meeting of the Company for approving the Specific Mandate and warranties were made at such time the allotment and issue of the New Shares by the Company in accordance with the Applicable Law (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such dateincluding the GEM Listing Rules); (b) Sellerthe Listing Committee of the Hong Kong Stock Exchange granting approval for the listing of, IHC and permission to deal in, the Company shall have performed New Shares on the Hong Kong Stock Exchange and satisfied such approval and permission remaining in all material respects all agreements full force and covenants required hereby to be performed or satisfied by them prior to or at the Closing Dateeffect; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation passing of an ordinary resolution by the shareholders of the transactions contemplated by this Agreement and Company at the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposedgeneral meeting of the Company for approving the increase of authorised share capital of the Company to HK$65,000,000 divided into 650,000,000 shares of HK$0.1 each; (d) no Person that is not a party to this Agreement all necessary governmental approvals, consents, filings and reports for the completion of the Subscription having been obtained or duly filed (or an Affiliate thereofas applicable) shall have obtained a Court Order which makes by the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibitedCompany; (e) there shall not have occurred any eventall necessary governmental, change shareholders’ and the third parties’ approvals, consents, filings and reports for the completion of the Subscription having been obtained or condition that, individually or in duly filed (as applicable) by the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;Subscriber; and (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into transactions contemplated by the Reinsurance Treaties as described Acquisition Agreement having become unconditional in Section 6.13; (h) Buyer and accordance with its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders terms (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by any condition relating to this Agreement;Agreement having become unconditional). (j) 3.2 The Company shall own directly use all reasonable efforts to achieve satisfaction of the outstanding shares of capital stock of RAS Conditions (a), (b), (c), (d) and RAS (f) as soon as possible before the Long Stop Date, and the Subscriber shall own directly use all reasonable efforts to achieve satisfaction of the outstanding shares Condition (e) as soon as possible before the Long Stop Date. 3.3 The conditions specified in clause 3.1 above are not capable of capital stock being waived by any of First Standard Associates Corp.; andthe parties hereto. (k) Seller, IHC3.4 In the event that Completion does not take place by the Long Stop Date, the Company parties shall then consult each other and its Subsidiariesdiscuss a later date for the satisfaction of the Conditions and the Completion as the parties may agree in writing. In the event that the parties cannot agree to a later date, as applicableeither party shall be entitled to terminate this Agreement by written notice to the other party and this Agreement and all rights and obligations of the parties hereunder shall cease and terminate save for accrued rights and obligations of the parties under this Agreement. 3.5 Each of the Parties shall, shall have delivered at the documents required request of the relevant governmental authorities referred to be delivered by them pursuant to Section 9.1(ain clause 3.1 (the Approval Authorities), furnish such information, supply such documents and do all such acts and things as may reasonably be required by such Approval Authorities in form connection with the fulfillment of the Conditions in respect of such party, and content reasonably satisfactory each party shall be responsible for its own fees in relation thereto. At the request of a party, the other party shall update such party of the progress of the application for the approvals or consents from the Approval Authorities in relation to Buyerthe Subscription as soon as possible.

Conditions. The obligations of Buyer In addition to consummate the transactions provided for hereby are subject, in the discretion of Buyer, being subject to the satisfaction of each the conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (aA) the representations and warranties in Article III and Article IV Borrower shall be true and correct when made and at and as of have delivered to the Closing Date as if such representations and warranties were made applicable Issuing Bank (at such time (except that those representations times and warranties which are made in such manner as of such Issuing Bank may reasonably prescribe) and the Administrative Agent, a specific date shall be true and correct only as request for issuance of such dateLetter of Credit in substantially the form of Exhibit C hereto (each such request a "REQUEST FOR LETTER OF CREDIT"); , duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to the terms thereof (b) Sellerall such applications, IHC documents, instructions, and agreements being referred to herein as the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b"L/C DOCUMENTS"), and all filings, registrations and notifications necessary to permit the consummation proposed Letter of the transactions contemplated by this Agreement and the Ancillary Agreements Credit shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer such Issuing Bank as to form and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.content; and (kB) Selleras of the date of issuance no order, IHCjudgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to such Issuing Bank and no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit; and (C) in the case of LaSalle acting in its capacity as Issuing Bank, the Company and its Subsidiaries, as applicable, Borrower shall have duly executed and delivered to LaSalle the documents required L/C Master Agreement and the Borrower shall be in compliance therewith; provided that in the event that the terms and conditions of the L/C Master Agreement (or any similar agreement entered into with any other Issuing Bank) shall conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern and control to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerthe extent of such conflict.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are Underwriters hereunder shall be subject, in the discretion of Buyertheir discretion, to the satisfaction of each condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) The Prospectus shall have been filed with the representations Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and warranties regulations under the Act and in Article III accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and Article IV any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall be true and correct when made and at and as have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Closing Date as if such representations Registration Statement or any part thereof shall have been issued and warranties were made at such time (except no proceeding for that those representations purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and warranties which are made as all requests for additional information on the part of a specific date the Commission shall be true and correct only as of such date)have been complied with to your reasonable satisfaction; (b) Seller▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, IHC and counsel for the Company Underwriters, shall have performed furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and satisfied substance satisfactory to you, with respect to the matters covered in all material respects all agreements paragraphs (i), (ii), (iii), (iv), (vi) and covenants required hereby (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to be performed or satisfied by enable them prior to or at the Closing Datepass upon such matters; (c) King & Spalding LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus; (ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all Consents from any Personmaterial respects to the descriptions thereof in the Prospectus; (v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, including without limitation those and other than as set forth on Schedule 3.7(b)in the Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and all filingsis not so disclosed; (vi) The Indenture has been duly authorized, registrations executed and notifications necessary delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to permit enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement, (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been obtained issued pursuant to any federal or made New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with no material adverse conditions being imposedrespect to any state securities law or any rule or regulation issued pursuant to any state securities law; (dviii) no Person that No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is not a party to this Agreement (required for the issuance and sale of the Securities or an Affiliate thereof) shall have obtained a Court Order which makes the consummation by the Company of the transactions contemplated by this Agreement or the Ancillary Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements illegal with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or otherwise prohibiteddocuments described therein, are accurate in all material respects; (x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; (xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs (ix) and (x) above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Selling Noteholder or its property or violate or result in a default under any of the terms and provisions of the certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. (e) there ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall not have occurred any eventfurnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), change or condition thatdated the Time of Delivery, individually or in form and substance satisfactory to you, to the aggregateeffect that the Exchange Agreement constitutes a valid and binding obligation of the Selling Noteholder, has had or could reasonably be expected to have a Material Adverse Effectenforceable against the Selling Noteholder in accordance with its terms; (f) On the Company date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have capital and surplus furnished to you a letter or letters, dated the respective dates of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliatesdelivery thereof, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each you, to the effect set forth in Annex I hereto (the executed copy of Buyer the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and Sellera draft of the form of bring-down letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) The holders Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have been any change in the capital stock (other than IHC and its Affiliates(i) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares issuances of capital stock upon exercise of RAS options and RAS shall own directly all settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the outstanding shares Company or any of capital stock its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of First Standard Associates Corp.; and (k) Seller, IHC, operations of the Company and its Subsidiaries, otherwise than as applicableset forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; (h) On or after the Applicable Time (i) no downgrading shall have delivered occurred in the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.rating accorded the Co

Conditions. (a) The respective obligations of Buyer the parties to consummate the transactions provided for hereby Subject Share Purchase are subject, in the discretion of Buyer, subject to the satisfaction fulfillment, prior to or concurrently with the Closing (as hereinafter defined), of each of the following conditions: (i) Any waiting period applicable to the Subject Share Purchase under the HSR Act shall have expired or been terminated; and (ii) No statute, on rule, regulation, order, writ, injunction, judgment or decree shall have been enacted, promulgated, entered or enforced by any federal or state court or other Governmental Authority which has the effect of making illegal, impeding or otherwise restraining or prohibiting the Subject Share Purchase. (b) The obligations of CREC to purchase and pay for the Aggregate Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing DateClosing, of each of the conditions set forth in Section 7.2(a) and (b) of the Merger Agreement and to each of the following additional conditions (any one or more of which may be waived waived, in whole in part, by Buyer:CREC): (ai) Each of the representations and warranties of the Shareholder Parties contained in Article III and Article IV this Agreement shall be true and correct when made and at and in all material respects as of the Closing Date as if made on such date; and (ii) The Shareholder Parties shall have performed and complied in all material respects with all provisions, covenants and conditions contained in this Agreement required to be performed or complied with by them prior to or on the Closing Date. (c) The obligations of the Shareholder Parties to sell and deliver the Subject Shares are subject to the fulfillment, prior to or concurrently with the Closing, of each of the following conditions (any one or more of which may be waived, in whole in part, by the Shareholder Parties, but only if all Shareholder Parties waive the condition with respect to the Aggregate Subject Shares). (i) Each of the representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date CREC contained in this Agreement shall be true and correct only in all material respects as of the Closing Date as if made on such date);; and (bii) Seller, IHC and the Company CREC shall have performed and satisfied complied in all material respects with all agreements provisions, covenants and covenants conditions contained in this Agreement required hereby to be performed or satisfied complied with by them it prior to or at on the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. The obligations of Buyer At Closing, the Company shall deliver to consummate the transactions provided for hereby are subject, Merr▇▇▇ ▇▇▇c▇ ▇▇▇ or more stock certificates registered in the discretion name of Buyer, MLI representing the number of Purchase Shares set forth in Section 2 above. 2 The Company's obligation to complete the satisfaction purchase and sale of each of the Purchase Shares and deliver such stock certificate(s) to Merr▇▇▇ ▇▇▇c▇ ▇▇ the Closing shall be subject to the following conditions, on any one or prior to the Closing Date, any more of which may be waived by Buyer: the Company: (ai) receipt by the Company of Federal Funds (or other mutually agreed upon form of payment) in the full amount of the purchase price for the Purchase Shares being purchased hereunder, (ii) the accuracy as of the Closing Date, of the representations and warranties made by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ein and the fulfillment, in Article III all material respects, of those undertakings of Merr▇▇▇ ▇▇▇c▇ ▇▇ be fulfilled prior to the Closing, (iii) execution and Article IV shall delivery of the Swap Agreement, (iv) receipt of an accurate, complete and duly executed original of U.S. Internal Revenue Service Form 1001, certifying that MLI is entitled to receive any payments under this Agreement, the Swap Agreement or as a result of MLI's ownership of Common Shares that may be viewed as interest for U.S. federal income tax purposes without deduction or withholding of U.S. federal income taxes. (v) receipt by the Company of a cross-receipt with respect to the Purchase Shares executed by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ (vi) receipt by the Company of a certificate by an officer or authorized representative of Merr▇▇▇ ▇▇▇c▇ ▇▇ the effect that the representations and warranties of Merr▇▇▇ ▇▇▇c▇ ▇▇▇ forth in Section 5 hereof are true and correct when made and at as of the date of this Agreement and as of the Closing Date Date. Merr▇▇▇ ▇▇▇▇▇'▇ ▇▇▇igation to accept delivery of such stock certificate(s) and to pay for the Purchase Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by Merr▇▇▇ ▇▇▇c▇: (▇) the accuracy, as if such of the Closing Date, of the representations and warranties were made at such time by the Company herein and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing, (except that those representations ii) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ all opinions, letters and warranties which are made as certificates to be delivered by the Company pursuant to this Purchase Agreement, (iii) execution and delivery of the Swap Agreement, (iv) the execution and delivery of a specific date shall be true guarantee issued by the Operating Partnership (the "Guarantee") and correct only (v) receipt by Merr▇▇▇ ▇▇▇c▇ ▇▇ a cross-receipt with respect to the purchase price for the Purchase Shares executed by the Company. The Company has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-38071) for the registration of certain preferred shares of beneficial interest, $.01 par value per share, warrants for purchase of Common Shares and Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), and the offering thereof from time to time in accordance with Rule 415 of such datethe rules and regulations of the Commission under the Securities Act (the "1933 Act Regulations"); (b) Seller, IHC and the Company shall has filed such amendment or amendments thereto as may have performed and satisfied in all material respects all agreements and covenants been required hereby prior to the execution of this Agreement. Such registration statement, as amended, has been declared effective by the Commission. A prospectus is to be performed or satisfied by them prior to or at used in connection with the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), offering and all filings, registrations and notifications necessary to permit the consummation sale of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party Shares to MLI pursuant to this Agreement (or an Affiliate thereofthe "Prospectus"). Such registration statement and the prospectus constituting a part thereof (including, in each case, any information deemed to be a part thereof pursuant to Rule 430A(b) shall have obtained of the 1933 Act Regulations and any prospectus supplement relating to the offering of the Shares to MLI pursuant to Rule 415 of the 1933 Act Regulations (a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates"Prospectus Supplement")), as applicable, shall have entered into a service agreement from time to time amended or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them supplemented pursuant to Section 9.1(a)the Securities Act or otherwise, in form are hereinafter referred to as the "Registration Statement," and content reasonably satisfactory to Buyer.the "Prospectus," respectively (both of which shall include any

Conditions. The obligations of Buyer As a material inducement for the Purchaser to consummate the transactions provided for enter into this Agreement, Seller hereby are subject, in the discretion of Buyer, to the satisfaction of each of makes the following conditions, on or prior to the Closing Date, any of which may be waived by Buyeracknowledgments and representations: (a) That, it owns the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of tradenames to the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date);Products described herein. (b) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of the Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, other agreement or instrument to which the Seller is a party or by which it or its assets are bound; or to the best of Seller's knowledge, IHC and any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed Seller or satisfied by them prior to or at the Closing Dateits properties; (c) all Consents from any PersonThere are presently no contingent liabilities, including without limitation those set forth on Schedule 3.7(b)factual circumstances, and all filingsthreatened or pending litigation, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained contractually assumed obligations or made with no unasserted possible claims which might result in a material adverse conditions change with respect to the premises being imposedpurchased herein; (d) no Person that is not a party to The execution, delivery and performance of this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes and the transactions contemplated by this Agreement hereby do not require the consent, authority or the Ancillary Agreements illegal approval of any other person or otherwise prohibitedentity except such as have been obtained; (e) there shall not To the best of Sellers knowledge and belief no transactions have occurred any eventbeen entered into either by or on behalf of the Seller, change or condition that, individually or other than in the aggregate, has had or could reasonably be expected ordinary course of business nor have any acts been performed which would adversely affect goodwill with respect to have a Material Adverse Effectthe premises being purchased herein; (f) The entering into of this Agreement and the Company shall performance thereof has been duly and validly authorized by all required corporate action, and does not require any consents, corporate, governmental or otherwise, other than such as have capital and surplus of no less than $21,300,000 under GAAPbeen unconditionally obtained; (g) First Standard shall have entered into The trademark/tradename, documentation, a copy of which is annexed hereto and made a part hereof as Exhibit A accurately reflects the Reinsurance Treaties as described current ownership and registration of the Seller and no additional information is required in Section 6.13order to render the information so provided not misleading; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall As of the date of the execution of this written Agreement no events have entered into a service agreement or agreements occurred nor have any facts been discovered which materially alter in form and substance reasonably satisfactory to each detrimental manner the trademarks of Buyer and the Seller; (i) The holders (other than IHC foregoing representations and its Affiliates) of a majority of warranties do not contain any untrue statements nor do they fail to disclose information necessary in order to render the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreementinformation provided not misleading; (j) The Company foregoing representations and warranties shall own directly all also be true, complete and accurate on and as of the outstanding shares Closing Date, as if initially provided on such date, the Seller hereby covenanting and agreeing to do all things required therefore (including within such obligation the abstinence from any actions, the performance of capital stock of RAS and RAS shall own directly all which would render any of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company foregoing representations and its Subsidiarieswarranties inaccurate, as applicable, shall have delivered of the documents required to be delivered by them pursuant to Section 9.1(aClosing Date), in form and content reasonably satisfactory to Buyer.;

Conditions. (a) The obligations of Buyer each party to consummate the transactions provided for hereby Blackstone Repurchase and to effectuate the Closing are subject, subject to the closing of the Blackstone Secondary Offering and the delivery to the underwriters of the shares purchased in the discretion Blackstone Secondary Offering and the Purchase Price per share being no greater than $ . (b) The obligations of Buyer, the Company to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) condition that the representations and warranties of Blackstone set forth in Article III and Article IV this Agreement shall be true and correct when made and at in all material respects on and as of the Closing Date as if such though made on and as of the Closing Date. (c) The obligations of Blackstone to consummate the Blackstone Repurchase and to effectuate the Closing are subject to the condition that the representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date the Company set forth in this Agreement shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements on and covenants required hereby to be performed or satisfied by them prior to or at as of the Closing Date as though made on and as of the Closing Date;. (cd) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), The obligations of each party to consummate the Blackstone Repurchase and all filings, registrations and notifications necessary to permit effectuate the Closing are subject to the condition that immediately after giving effect to the consummation of the transactions contemplated by this Agreement Blackstone Repurchase (i) the present fair value and fair saleable value of the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that assets of the Company is not a party to this Agreement less than the total amount of the Company’s liabilities (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; including contingent liabilities); (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (fii) the Company shall have capital should be able to pay its debts as they become due and surplus of no less than $21,300,000 under GAAP; mature; (giii) First Standard shall have entered into the Reinsurance Treaties as described Company does not engage in Section 6.13; any business or transaction, for which its property would constitute unreasonably small capital; and (hiv) Buyer and its Affiliates and Seller and its Affiliatesthe actual, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority current value of the shares of common stock of Buyer present in person or by proxy at Company’s assets minus its liabilities shall be greater than the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerCompany’s statutory capital.

Conditions. The obligations of Buyer the Purchaser to consummate purchase the transactions provided for hereby are subject, in the discretion of Buyer, Purchased Shares shall be subject to the satisfaction satisfaction, on or before the Closing Date, of each of the following conditions, on or prior to the Closing Date, any conditions precedent (each of which is for the Purchaser’s exclusive benefit and may be waived by Buyer:the Purchaser, in whole or in part at its option, and any one or more of which, if not satisfied or waived, will relieve the Purchaser of any obligation under this Agreement): (a) each of the representations acts, undertakings, obligations, agreements and warranties covenants of the Vendors and the Targets under this Agreement or under any Closing Document to be performed or complied with on or before the Closing Date shall have been duly performed or complied with in Article III all material respects, and Article IV the Purchaser shall be true have received a certificate of the Vendors addressed to the Purchaser and correct when made and at and dated as of the Closing Date as if such confirming same. The acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all respects to the terms of the preceding sentence shall be deemed to constitute a variation or amendment, to the extent therein described, of the provisions of this Agreement or any Closing Document; (b) each of the representations and warranties were made at such time in favour of the Purchaser pursuant to this Agreement shall be true, complete and correct in all material respects (except that those representations and warranties which are made qualified as of a specific date to material, materiality, Material Adverse Change or similar expressions, or are subject to the same or similar type exceptions, shall be true true, complete and correct only in all respects) on the Closing Date as if made on and as of such date); (b) Seller, IHC and the Company Purchaser shall have performed received a certificate of the Vendors addressed to the Purchaser and satisfied dated as of the Closing Date confirming same. The acceptance by the Purchaser, in its sole discretion, of a certificate which does not correspond in all material respects all agreements and covenants required hereby to the terms of the preceding sentence shall be deemed to be performed a waiver of any representation or satisfied by them prior warranty contained in this Agreement to or at the Closing Dateextent therein described; (c) all Consents from any Personthere shall not have occurred, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit in the consummation judgment of the transactions contemplated by Purchaser, acting reasonably, a Material Adverse Change since the execution of this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposedAgreement; (d) the Purchaser shall be satisfied that no Person that is not a party to this Agreement (Claim or an Affiliate thereof) Threatened Claim shall have obtained a Court been taken, made, threatened or instituted, whether or not having the force of Law, and no Law or Order which makes shall have been proposed, enacted, promulgated, issued or applied: (i) to prohibit or impose any limitation or condition on the completion of the transactions contemplated by this Agreement herein or in any Closing Document or the Ancillary Agreements illegal right of the Purchaser to own or otherwise prohibitedexercise full rights of ownership of all of the Purchased Shares; or (ii) which, if the transactions contemplated herein were completed, could reasonably be expected to result in a Material Adverse Change or prevent the Targets from carrying on, in all material respects, the Business as presently carried on; (e) there the Purchase shall not have occurred any event, change or condition that, individually or in be satisfied with the aggregate, has had or could reasonably be expected results of its due diligence relating to have a Material Adverse Effectthe Targets and the Business; (f) the Company all Required Third Party Consents shall have capital and surplus of no less than $21,300,000 under GAAPbeen obtained; (g) First Standard the Pre-Closing Reorganization shall have entered into been duly completed to the Reinsurance Treaties as described in Section 6.13;satisfaction of the Purchaser; and (h) Buyer and the Purchaser shall be satisfied, acting reasonably, that no fact or circumstance identified in its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority confirmatory due diligence of the shares of common stock of Buyer present Targets, their respective assets and the Business would or could result in person a Material Adverse Change or by proxy at the Buyer's Stockholders Meeting shall have approved materially and adversely affect, delay or impair the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerhereby.

Conditions. 5.1 The obligations of Buyer the Sellers and the Purchaser to consummate complete the transactions provided for hereby sale and purchase of the Shares are subject, in the discretion of Buyer, to all respects conditional on the satisfaction of each (or waiver, as the case may be) of the following conditions, on or prior to matters (the Closing Date, any of which may be waived by Buyer:“Conditions”): (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as with regard to each of the Closing Date as if Project Licences, the approval of the Botswanan Minister of Minerals and Energy to the change in control in the Group brought about by the sale and purchase of the Shares having been obtained, evidenced in writing and not withdrawn, such representations and warranties were made at such time approval being either unconditional or on conditions that do not have a material adverse effect (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such datethe “Botswana CoC Condition”); (b) Sellerthe approval of the Transaction by the Competition and Consumer Authority having been obtained, IHC evidenced in writing and the Company shall not withdrawn, such approval being either unconditional or on conditions that do not have performed and satisfied in all a material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Dateadverse effect; (c) all Consents the approval of the Transaction by SAMR, ▇▇ving been obtained, evidenced in writing and not withdrawn; (d) the requisite majority of relevant shareholders of the Purchaser Guarantor as required under the rules entitled the “Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) as published by the Stock Exchange from any Persontime to time, including without limitation those set forth on Schedule 3.7(b)shall have approved as a “Major Transaction” (as defined in the Listing Rules) by written shareholders' approval under Rule 14.44 of the Listing Rules, the entry by the Purchaser into this Agreement and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement (the “Shareholder Approval Condition”); (e) completion by the Purchaser of an NDRC Filing; and (f) there shall be no Order in effect that prohibits the Sellers and Purchaser completing the sale and purchase of the Shares. For the avoidance of doubt, the Condition in Clause 5.1(d) shall not be waived by any of the Parties for any reason whatsoever. 5.2 The Sellers shall use their best endeavours to procure the fulfilment of the Botswana CoC Condition as soon as possible, and in any event before the Long Stop Date including making all appropriate filings within ten (10) Business Days of this Agreement. 5.3 The Purchaser shall: (a) subject to Clause 5.6, use its best endeavours to procure the fulfilment of the Botswana CoC Condition and Antitrust Conditions as soon as possible, and in any event before the Long Stop Date, including making all appropriate filings within ten (10) Business Days of this Agreement (provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay); (b) use its best endeavours to procure the fulfilment of the Shareholder Approval Condition as soon as possible, and in any event before the Long Stop Date; and (c) submit the NDRC Filing to the NDRC as soon as practicable following the date of this Agreement and in any event within ten (10) Business Days of this Agreement. 5.4 Without limiting the generality of Clause 5.3 and Clause 15.4, the Purchaser Guarantor and Purchaser agree to provide or procure the provision of any guarantee in favour of the Government of Botswana in respect of the Group’s obligations under the Project Licences as may be requested by the Minister of Mineral Resources, Green Technology and Energy Security in connection with the satisfaction of the Botswana CoC Condition. 5.5 In respect of the Antitrust Conditions, the Purchaser shall: (a) prepare and submit any notifications, filings or submissions (or drafts thereof as appropriate in certain jurisdictions) to the applicable Regulatory Authority within ten (10) Business Days from the later of the date of this Agreement or, in the case of a Regulatory Authority not identified in this Agreement, the date of that Regulatory Authority issues a request or enquiry relating to the transactions contemplated by the Transaction Documents, with all information required in connection therewith, provided that all necessary information and documents are provided by the Sellers upon request with no unreasonable delay; (b) allow the Lead Seller the opportunity to participate in any important/substantial call or meeting with the Regulatory Authority, and within two (2) Business Days inform the Lead Seller of the content of any meeting, material conversation and any other communication which takes place between the Purchaser (or its Agents) and the Ancillary Agreements shall have been obtained or made Regulatory Authority in which the Lead Seller did not participate and provide copies or, in the case of non-written communications, a written summary, to the Lead Seller; (c) procure that the Lead Seller is given a reasonable opportunity to review and comment on drafts of all notifications, filings and submissions before they are submitted to the Regulatory Authority and provide the Lead Seller with no material adverse conditions final copies of all such notifications, filings and submissions (it being imposedacknowledged that certain such drafts and/or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments that the Lead Seller may have; (d) no Person that is not a party use its best endeavours to this Agreement (avoid any declaration of incompleteness by the Regulatory Authority or an Affiliate thereof) shall have obtained a Court Order which makes any other suspension of the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibitedperiods for clearance; (e) there shall not have occurred not, without the prior written consent of the Lead Seller, withdraw any eventnotification, change filing or condition that, individually or in submission made to the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;Regulatory Authority; and (f) bear all filing fees (and necessary translation costs) associated with the Company notification and filings made in order to satisfy the Antitrust Conditions, with each Party bearing its own legal fees. 5.6 In respect of the Conditions in Clause 5.1(a) and 5.1(b), nothing in this Agreement shall require the Purchaser to offer to the relevant Regulatory Authorities or to accept or agree any undertakings, commitments, conditions, modifications or remedies, whether involving divestments or disposals or constraints on prices or other behaviour or otherwise in order to obtain the satisfaction such Conditions (each, a “Regulatory Undertaking”), in each case to the extent that such a Regulatory Undertaking would have capital a material adverse effect. 5.7 The Sellers and surplus the Purchaser agree that the Purchaser shall be primarily responsible for responding to all requests and enquiries from the Regulatory Authority and such requests and enquiries shall be dealt with, in each case, by the Lead Seller and the Purchaser in consultation with each other and the Lead Seller and the Purchaser shall co-operate with each other and the Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the other or by the Regulatory Authority as soon as reasonably practicable upon being requested to do so, provided that any information provided in relation to a Seller (rather than the Group) shall be provided only to the Regulatory Authority and the Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the Purchaser. 5.8 Nothing in Clause 5.5 and 5.7 shall require a Party to share information, documents or communications with the other if prohibited by a Regulatory Authority from doing so. 5.9 Nothing in Clause 5.5 and 5.7 shall require a Party to disclose to or receive from the other any competitively sensitive information or business secrets. In order to comply with their obligations in Clause 5.5 and 5.7, the Parties will make arrangements for the provision of no less than $21,300,000 under GAAPcopies of relevant information, documents and communications to the other Party's external advisors on an external advisor only basis together with redacted versions excluding any such competitively sensitive information or business secrets to the other Party. 5.10 Without prejudice to Clauses 5.2 and 5.3, each of the Purchaser (on the one hand) and the Sellers (on the other hand) will promptly: (a) co-operate with the other with a view to achieving satisfaction of the Botswana CoC Condition; (gb) First Standard shall have entered into provide the Reinsurance Treaties as described in Section 6.13; (h) Buyer other with any necessary information, assistance and its Affiliates documents reasonably required for the purposes of making any submissions and Seller and its Affiliates, as applicable, shall have entered into a service agreement notifications or agreements in form and substance reasonably satisfactory to each filings necessary for the purposes of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of satisfying the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.Botswana CoC Condition; and (kc) provide any Relevant Authority with any necessary information or documents required by such Relevant Authority for the purposes of satisfying the Botswana CoC Condition. 5.11 Each Seller undertakes to notify the Purchaser (and any other Seller which is not otherwise aware) in writing, and the Purchaser undertakes to notify the Sellers in writing, of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date or Extended Long Stop Date (if applicable) promptly after it comes to their attention. 5.12 The Purchaser undertakes to notify the Lead Seller as soon as possible on becoming aware that any of the Conditions has been satisfied. 5.13 Each of the Sellers and the Purchaser shall bear and pay its own costs and expenses (including all legal expenses) incurred by it in connection with or incidental to the satisfaction of the Conditions, save that the Purchaser shall be responsible for any fees, charges or other costs payable in connection with the submissions, notifications or filings referred to in Clause 5.5(a). 5.14 Except with the written consent of the Lead Seller, IHCthe Purchaser shall not, and shall procure that each member of the Purchaser’s Group shall not, directly or indirectly, either alone or in partnership or jointly or in conjunction with any person, as principal, agent, shareholder or in any other manner whatsoever, contact any Government Entities (including any Government Official thereof) in connection with the Transaction other than any Regulatory Authority. 5.15 The Lead Seller may, at its sole discretion, by written notice to the Purchaser, extend the Long Stop Date by up to three (3) months from the Long Stop Date, and the new Long Stop Date resulting from such extension shall be the “Extended Long Stop Date”. 5.16 If any of the Conditions are not fulfilled or waived on or before the Long Stop Date or the Extended Long Stop Date (if applicable), the Company Lead Seller may, at its sole discretion, be entitled to treat this Agreement as terminated subject to, and on the basis set out in, Clause 16.2. 5.17 If, at any time on or prior to the Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller becomes aware that any Condition cannot be satisfied or fulfilled and it has given notice thereof as contemplated by Clause 5.11, it may thereafter, in its Subsidiariessole discretion, be entitled to treat this Agreement as applicableterminated subject to, shall have delivered and on the documents required to be delivered basis set out in, Clause 16.2. 5.18 Where the Agreement is terminated by them the Lead Seller pursuant to Section 9.1(aClause 5.16 or Clause 5.17 solely as a result of any one or more of the Conditions in Clauses 5.1(c), 5.1(d) or 5.1(e) not being satisfied, the Purchaser shall pay the Pro Rata Portion of the Break Fee to each Seller. The Purchaser shall make such payment within thirty (30) Business Days after the later of the date of termination and the date the Purchaser receives notice of US dollar-denominated bank account details from all Sellers. 5.19 Payment of the Break Fee in form accordance with Clause 5.18 shall be the Sellers’ sole and content reasonably satisfactory exclusive remedy for such termination. 5.20 If, at any time on or prior to Buyerthe Long Stop Date or the Extended Long Stop Date (if applicable), the Lead Seller or the Purchaser concludes that there is an Order in effect as contemplated by Clause 5.1(f), such Party may provide written notice to the other Party at any time thereafter, at its sole discretion, terminating this Agreement subject to, and on the basis set out in, Clause 16.2.

Conditions. The obligations This Agreement is expressly conditioned upon the Commission’s acceptance of Buyer to consummate all its provisions, without change or condition. If the transactions provided for hereby are subjectCommission does not accept this Agreement in its entirety, any party hereto, at its sole option exercised within fifteen (15) days of such Commission order, may withdraw from this Agreement, in which event it shall be deemed to be null and void and without effect and shall not be relied upon by the discretion Company, Ratepayer Intervenors, Staff, the OCA, or any party to this proceeding, or the Commission, for any purpose. The Commission’s acceptance of Buyerthis Agreement shall not constitute continuing approval of, or precedent regarding, any particular principle or issue in this proceeding. The discussions that produced this Agreement have been conducted on the explicit understanding that all offers of settlement relating thereto are and shall be confidential, shall be without prejudice to the satisfaction position of any party or participant representing any such offer or participating in any such discussion, and are not to be used in connection with any future proceeding or otherwise. The Settling Parties agree that all testimony and supporting documentation should be admitted as full exhibits for purposes of reviewing this Agreement. The Settling Parties’ agreement to admit all testimony without challenge does not constitute agreement by the Settling Parties that the content of the written testimony is accurate or what weight, if any, should be given to the views of any witness, except as may be specifically provided in this Agreement. The identification of the resolution of any specific issue in this Agreement does not indicate any of the Settling Parties’ agreement to that resolution for purposes of any future proceeding, nor does the reference to any other document bind the Settling Parties to the contents of, or recommendations in, that document for purposes of any future proceeding. The Commission’s approval of the recommendations in this Agreement shall not constitute a determination or precedent with regard to any specific adjustments, but rather shall constitute only a determination that the rates resulting from the agreement, and other specific conditions stated in this Agreement are just and reasonable and otherwise consistent with the law. This Agreement may be executed by facsimile and in counterparts, each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby deemed to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b)an original, and all filingsof which, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicabletaken together, shall have entered into a service constitute one agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly binding on all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerSettling Parties.

Conditions. The following obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, Company shall be satisfied or fulfilled on or prior to the Closing Datedate of each Closing, any of which may be waived unless otherwise agreed to in writing by Buyerthe Placement Agent: (a) The Company shall have delivered to the representations Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company and warranties each Subsidiary is incorporated and each other jurisdiction in Article III which the Company and Article IV shall be true and correct when made and at and as any of the Closing Date Subsidiaries is qualified to do business as if such representations a foreign corporation; (ii) the certificate of incorporation of the Company and warranties were made at such time each Subsidiary, as currently in effect, certified by the Secretary of State of the state where the Company and each Subsidiary is incorporated; (except that those representations iii) a certified copy of the filed Certificate of Designation setting forth the designation, preference rights, qualifications, limitations or restrictions of the Preferred Stock; (iv) by-laws of the Company certified by the secretary of the Company; and warranties which are made as (v) certified resolutions of a specific date shall be true the Board of Directors of the Company approving this Agreement, the execution of the Preferred Stock and correct only as the Placement Agent Warrants, the registration of such date);the Registerable Securities and the other transactions contemplated by the Preferred Stock. (b) Seller, IHC and There shall have occurred no material adverse event affecting the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to the Subsidiaries or at any of their respective businesses, assets, prospects or the Closing Date;Company's securities since the date of this Agreement. (c) all Consents from No litigation or administrative proceeding shall have been threatened or commenced against the Company or any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary of the Subsidiaries which (i) seeks to permit enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall or (ii) if adversely determined, would have been obtained a Material Adverse Effect or made with no have a material adverse conditions being imposed;effect on the Company's securities. (d) no Person that is not The Company shall have delivered to the Placement Agent a party certificate of its principal executive and financial officers as to the matters set forth in Paragraphs 8(a), (b) and (c) of this Agreement and to the further effect that (i) neither the Company nor any Subsidiary is in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or an Affiliate thereof) shall have obtained other instrument to which it is a Court Order which makes party, except as disclosed in the transactions contemplated by this Agreement Financial Statements or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall Memorandum and except where such default has not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to and will not have a Material Adverse Effect;; (ii) the Company's representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's or Subsidiaries' certificates of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 8(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach or default thereof by the Company or any Subsidiary or would cause acceleration of any obligation of the Company or any Subsidiary, or could adversely affect the business, operations, financial condition or prospects of the Company. (fe) the Company The Placement Agent shall have capital and surplus received the opinion of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into Friedlob ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Tourillott, LLC, counsel for the Reinsurance Treaties Company, dated as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements of the closing date in form and substance reasonably satisfactory to each of Buyer the Placement Agent and Seller;its counsel. (if) The holders (other than IHC Company shall have prepared and its Affiliates) of filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a majority Form D relating to the sale of the shares Preferred Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Preferred Stock shall have approved been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement; (j) The Company shall own directly all Agreement as a result of the outstanding shares of capital stock of RAS and RAS shall own directly all failure of the outstanding shares Company to comply with any of capital stock of First Standard Associates Corp.; and (k) Sellerits obligations set forth in this Agreement, IHC, this Agreement may be terminated by the Placement Agent by written notice to the Company and at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (i) the Company and/or Subsidiaries shall have sustained a loss that is material to the Company or its Subsidiaries, taken as applicablea whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have delivered been suspended or limited either generally or specifically with respect to the documents required Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to be delivered the Company's Common Stock (not in force and effect on the date of this Agreement; (iv) a banking moratorium shall have been declared by them pursuant Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the United States or any state legislative body shall have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to Section 9.1(a)have a material adverse effect on the business, financial condition or financial statements of the Company or the market for the Preferred Stock; (vii) the Common Stock shall have been delisted from NASDAQ or the Company shall have received notice from NASDAQ advising the Company of its intention to have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in form and content reasonably satisfactory the Placement Agent's judgment, a material decline in the Dow ▇▇▇▇▇ Industrial Index or the market price of the Common Stock at any time subsequent to Buyerthe date of this Agreement.

Conditions. 5.1 Conditions to the Obligations of Parent, the Purchaser and the Company. The obligations of Buyer Parent, the Purchaser and the Company to consummate the transactions provided for hereby Merger are subject, in the discretion of Buyer, subject to the satisfaction satisfaction, at or before the Effective Time, of each of the following conditions: (a) The Purchaser shall have purchased all Shares duly tendered and not withdrawn pursuant to the terms of the Offer and subject to the terms thereof; provided that the obligation of the Parent and the Purchaser to effect the Merger shall not be conditioned on the fulfillment of the condition set forth in this Section 5.1 (a) if the failure of the Purchaser to purchase the Shares pursuant to the Offer shall have constituted a breach of the Offer or of this Agreement. (b) The consummation of the Merger shall not be precluded by any order, decree or injunction of a court of competent jurisdiction (each party agreeing to use its best efforts to have any such order reversed or injunction lifted), and there shall not have been any action taken or any Law enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that makes consummation of the Merger illegal. (c) If required by Certificate of Incorporation and By-Laws of the Company and the DGCL, this Agreement shall have been approved and adopted by the affirmative vote of the holders of the requisite number of shares of Common Stock in accordance with the Certificate of Incorporation and By-Laws of the Company and the DGCL. (▇) ▇▇▇ applicable waiting period under the HSR Act shall have expired or been terminated. 5.2 Conditions to the Obligations of Parent and the Purchaser. The obligations of Parent and the Purchaser to consummate the Merger are subject to the satisfaction, at or before the Effective Time, of the following conditions: (a) The Company shall have performed all of its material agreements and covenants contained in this Agreement required to be performed on or prior to the Closing Date, any of which may be waived by Buyer: (a) Effective Time and the representations and warranties of the Company contained in Article III and Article IV this Agreement shall be true and correct when made and at in all material respects on and as of (i) the Closing Date as if such date made and (ii) except in the case of representations and warranties were expressly made at solely with reference to a particular date, the Effective Time, and Parent and the Purchaser shall have received a certificate of an executive officer of the Company to such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date);effect. (b) Seller, IHC and the The Company shall not have performed and satisfied in all material respects all agreements and covenants required hereby received notice from the holder or holders of more than 10% of the outstanding Shares, determined on a fully diluted basis, that such holder or holders have exercised or intend to be performed exercise its or satisfied by them prior to or at their appraisal rights under Section 262 of the Closing Date;DGCL. (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit The 179,656 Shares previously held by the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Trust shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party returned to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties canceled, as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory the third recital to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. The obligations of Buyer (i) As a condition precedent to consummate each Incremental Increase, the transactions provided for hereby are subject, in the discretion of Buyer, Borrower shall deliver to the satisfaction Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions adopted by the Borrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: financial covenants contained in Section 7.14 and (a3) the representations and warranties of the Borrower and each other Loan Party contained in Article III V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and Article IV correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true and correct when made and at and in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, organizational documents and legal opinions of the type delivered on the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b)reasonably requested by, and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of Buyer the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and Seller;each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans. (iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) The holders if any such terms (other than IHC when taken as a whole) are materially more restrictive to the Borrower and its AffiliatesRestricted Subsidiaries then such material terms shall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. On any Increase Effective Date on which any Incremental Increase in the form of a majority Term Loan Increase or an Incremental Term Loan is effective, subject to the satisfaction of the shares terms and conditions in this Section 2.14, each Lender of common stock of Buyer present such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its commitment to such new Term Loan Increase or an Incremental Term Loan available to the Borrower, in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement;a manner consistent with Borrowings hereunder. (jiv) The Company shall own directly all of Notwithstanding anything to the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHCcontrary contained in this subsection 2.14(d), the Company and its Subsidiaries, as applicable, only conditions precedent to any Incremental Increase in connection with a Limited Conditionality Transaction shall have delivered the documents required to be delivered by them pursuant to those set forth in Section 9.1(a), in form and content reasonably satisfactory to Buyer1.09.

Conditions. The Backstop Parties’ obligations to purchase any securities pursuant to the Basic Commitment and/or the Backstop Commitment are subject to the following conditions: (i) the execution and delivery of Buyer mutually satisfactory definitive documentation among BFE Corp. and the Backstop Parties which incorporates the terms set forth herein (the “Definitive Agreements”); (ii) the satisfaction or waiver by the Backstop Parties of the conditions to the Backstop Parties’ obligations to consummate the transactions provided for hereby are subjectcontemplated by the Definitive Agreements as may be agreed upon in the Definitive Documents; (iii) BFE Corp. shall be in compliance with its obligations under the Loan Agreement and all other transaction documents relating to the Bridge Loan in all material respects; (iv) there has not occurred any material adverse change, or any development involving a prospective material adverse change, since the date hereof in the condition, financial or otherwise, or in the earnings, business, operations or properties of BFE Corp. and its subsidiaries, taken as a whole (a “Material Adverse Change”); (v) there not having occurred after the date hereof at any time prior to the funding of the Basic Commitment and/or the Backstop Commitment any material disruption or material adverse change in the financial, banking or capital markets that, in the discretion commercially reasonable judgment of Buyerthe Backstop Parties, to would have a material adverse impact on the satisfaction success of the Rights Offering; (vi) all required approvals and consents shall have been obtained; (vii) all representations and warranties made by BFE Corp. in this Letter Agreement being true and correct in all material respects; (viii) BFE Corp. shall be in compliance with all covenants and other provisions of this Letter Agreement in all material respects; (ix) the Cargill Acknowledgement Letter (as defined below) being in full force and effect; (x) each of the following conditionsExecutive Management Waiver Agreements (as defined in the Loan Agreement) being in full force and effect; (xi) no actions, on suits or prior to proceedings shall be pending or threatened that challenge any Definitive Agreement, this Letter Agreement, the Closing DateLoan Agreement, the Cargill Acknowledgement Letter or any of which may be waived by Buyer: related agreement; (axii) the representations Backstop Parties having been reasonably satisfied with the Certificate of Designations setting forth the rights and warranties in Article III and Article IV shall be true and correct when made and at and as preferences of the Closing Date as if such representations and warranties were made at such time (except Series A Convertible Preferred Stock that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and reflects the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those terms set forth on Schedule 3.7(b)Exhibit A hereto and other customary terms and provisions as determined by Greenlight in its reasonable discretion; (xiii) the receipt by the Backstop Parties of a legal opinion from Cravath, and all filings, registrations and notifications necessary Swaine & ▇▇▇▇▇ LLP with respect to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; customary matters in a form satisfactory to Greenlight in its reasonable discretion; (dxiv) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there BFE Corp. shall not have occurred entered into any eventletter of intent, change memorandum of understanding, agreement in principle or condition thatother agreement relating to any competing plan, individually proposal, offer or in the aggregate, has had or could reasonably be expected to have transaction with a Material Adverse Effect; third party other than Greenlight materially inconsistent with this Letter Agreement; and (fxv) the Company Board of Directors of BFE Corp. shall have capital adopted Section 16b-3 Resolutions related to the issuance to the Backstop Parties of Series A Convertible Preferred Stock, Common Stock and surplus warrants, the form of no less than $21,300,000 under GAAP; (g) First Standard which shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably be satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and Greenlight in its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyersole discretion.

Conditions. (a) The obligations of Buyer Sellers and Purchaser to consummate the transactions provided for hereby are subject, in the discretion of Buyer, contemplated by this Agreement shall be subject to the satisfaction of each or waiver, on or before the Closing Date, of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (ai) All waiting periods (and any extension thereof) under laws applicable to the representations and warranties in Article III and Article IV transactions contemplated by this Agreement shall have expired or been earlier terminated. (ii) There shall be true and correct when made and at and as no injunction, restraining order or decree of the Closing Date as if such representations and warranties were made at such time (except any nature of any court or governmental authority that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied is in all material respects all agreements and covenants required hereby to be performed effect that restrains or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or imposes conditions on such consummation not otherwise provided for herein. (iii) Neither Purchaser nor any Seller shall have been obtained advised by any United States federal government agency (which advisory has not been officially withdrawn on or made with no material adverse conditions being imposed; (dprior to the Closing Date) no Person that such government agency is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus consummation of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the right, exercisable at its sole election, to terminate this Agreement by delivering written notice to the other Parties before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). (b) Unless waived by Purchaser, in addition to any other conditions set forth in this Agreement, the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by any Seller; (jii) Each Seller’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by such Seller under this Agreement; (iii) The Company aggregate acreage of all Title Objection Property, Title Failure Property and Environmental Property shall own directly all not exceed twenty percent (20%) of the outstanding shares of capital stock of RAS and RAS shall own directly all acreage of the outstanding shares Timberlands; (iv) Purchaser’s receipt of capital stock of First Standard Associates Corp.a binding commitment from the Title Company to issue a title insurance policy insuring Purchaser’s title to the Property following the Closing, subject only to the Permitted Encumbrances; and (kv) Sellers’ obtaining of all corporate approvals, consents and authorizations as may be required for Sellers to consummate the transaction contemplated by this Agreement. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 15(b). Notwithstanding the foregoing sentence, in the event of either Seller’s failure to fulfill any condition precedent set forth in Section 14(b)(ii), Purchaser shall provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill the condition precedent before Purchaser may exercise any remedies described in Section 15(b). (c) Unless waived by a Seller, IHCthe obligations of such Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement. (iii) The aggregate acreage of all Title Objection Property shall not exceed ten percent (10%) of the acreage of the Timberlands In the event any of the above conditions is not satisfied on or before the Closing, either Seller will have the right, exercisable at such Party’s sole election, to exercise the remedies described in Section 15(a), provided that if either Seller elects to exercise such remedy, the Company other Seller shall be deemed to have made an identical election. Notwithstanding the foregoing sentence, in the event of Purchaser’s failure to fulfill any condition precedent set forth in Section 14(c)(i) or (ii), Sellers shall provide written notice to Purchaser and its Subsidiaries, as applicable, Purchaser shall have delivered seven (7) days from receipt of such notice to fulfill the documents required to be delivered by them pursuant to condition precedent before Sellers may exercise any remedies described in Section 9.1(a15(c), in form and content reasonably satisfactory to Buyer.

Conditions. The obligations of Buyer the Initial Purchaser to consummate purchase the transactions provided for hereby Notes under this Agreement are subject, in the discretion of Buyer, subject to the satisfaction of each of the following conditions, on conditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties of the Company and its Subsidiaries contained in this Agreement and in each of the Documents shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Final Offering Circular. (d) Subsequent to the respective dates as of which may be waived data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by Buyerthe National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Article III Section 4 hereof and Article IV shall be in each of the Documents, are true and correct when made and at and in all respects, as of the Closing Date as if such representations date hereof and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; , (b) the Company and each other party to the Documents (other than the Initial Purchaser) have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which failure to satisfy would not, individually or in the aggregate, have a Material Adverse Effect), (c) all Consents from at the Closing Date or since the date of the most recent financial statements in the Final Offering Circular (exclusive of any Person, including without limitation those set forth on Schedule 3.7(bamendment or supplement thereto after the date hereof), and all filingsother than as disclosed in the Final Offering Circular or contemplated hereby, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall no event or events have been obtained or made with occurred, no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred information has become known nor does any event, change or condition exist that, individually or in the aggregate, has had or could reasonably be expected to would have a Material Adverse Effect;, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and there has not been any change in the Capital Stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (fii) a certificate, dated the Closing Date, executed by the Secretary of the Company and the Guarantors, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form satisfactory to the Initial Purchaser. (iv) the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Company, and local counsel for the Company shall have capital and surplus of no less than $21,300,000 under GAAP;the Guarantors, dated the Closing Date, in form reasonably satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (gv) First Standard shall have entered into an opinion, dated the Reinsurance Treaties Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as described are customarily covered in Section 6.13;such opinions. (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, The Initial Purchaser shall have entered into received (I) from E&Y, independent auditors, with respect to the Company, (A) a service agreement or agreements customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to each the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary "bring down" comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (I)(A) above and (II) from KPMG LLP, independent auditors, with respect to Target, (A) a customary comfort letter, dated the date of Buyer the Final Offering Circular, in form and Seller;substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular relating to Target, and (B) a customary "bring down" comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its letter furnished pursuant to clause (II)(A) above. (i) The holders (other than IHC and its Affiliates) of a majority Each of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Documents shall have approved been executed and delivered by all parties thereto, and the transactions contemplated by this Agreement;Initial Purchaser shall have received a fully executed original of each Document. (j) The Company Initial Purchaser shall own directly have received copies of all of opinions, certificates, letters and other documents delivered under or in connection with the outstanding shares of capital stock of RAS and RAS shall own directly all of Offering or any transaction contemplated in the outstanding shares of capital stock of First Standard Associates Corp.; andDocuments. (k) SellerThe Initial Purchaser shall have received the Final Offering Circular, IHCand the terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) None of the parties to any of the Documents are in breach or default in any material respect under their respective obligations thereunder. (m) The Collateral Agent and its counsel shall be satisfied that, concurrent with the purchase of the Notes hereunder by the Initial Purchaser, (i) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral is of the priority described in the Final Offering Circular; and (ii) no Lien exists on any of the collateral other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (n) All information certified to by an officer of the Company in the Perfection Certificate, to be dated as of the Closing shall be true and correct as of the Closing Date. (o) The Company shall have deposited all of the gross proceeds received from the Offering into the Escrow Account, together with sufficient cash to yield the Escrow Redemption Price, plus accrued but unpaid interest to, but excluding, the Company Escrow Redemption Date (both as defined in the Offering Circular and its Subsidiariesfor purposes of this Section 7(o), as applicableassuming an Escrow Redemption Date of January 31, 2005) for all of the Notes and shall have delivered provided to the documents required to be delivered by them pursuant to Section 9.1(a), in form and content Initial Purchaser evidence thereof reasonably satisfactory to Buyerthe Initial Purchaser. (p) The Company shall have paid all fees payable to the Initial Purchaser under Section 3 hereof.

Conditions. The obligations obligation of Buyer the Initial Purchaser to consummate purchase the transactions provided for hereby are subjectNotes or the Offered Shares, in the discretion of Buyer, under this Agreement is subject to the satisfaction of each of the following conditionsconditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties contained in this Agreement and in each of the Documents shall be true and correct as of the date hereof and at the First Closing Date as though then made and, on with respect to the Optional Additional Shares, as of each Option Closing date as though then made. On or prior to the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes or the Offered Shares, in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, prevent the consummation of the Offerings or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes or the Offered Shares, and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Final Offering Circulars. (d) Subsequent to the respective dates as of which may be waived data and information is given in the Time of Sale Circulars and the Final Offering Circulars, there shall not have been any Material Adverse Change. (e) The Notes and the Offered Shares shall have been designated PORTAL securities in accordance with the rules and regulations adopted by Buyerthe National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) The Underlying Securities shall have been approved for listing on the American Stock Exchange, to the extent required by such exchange, subject only to notice of issuance. (g) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or the Goldking Entities or any securities of the Company or the Goldking Entities (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or the Goldking Entities or any securities of the Company or the Goldking Entities by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes or the Offered Shares than that on which the Notes or Offered Shares were marketed. (h) The Initial Purchaser shall have received on the applicable Closing Date: (i) certificates dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Article III Section 5 hereof and Article IV shall be in each of the Documents, are true and correct when made and at and in all respects, as of the date hereof and at the First Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); and, with respect to the Optional Additional Shares, each Option Closing Date, (b) Seller, IHC and the Company shall and each other party to the Documents (other than the Initial Purchaser) have performed or complied with all of the agreements and satisfied in all material respects all agreements and covenants required hereby conditions on their respective parts to be performed performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by them prior such other parties, which failure to satisfy would not, individually or at in the Closing Date; aggregate, have a Material Adverse Effect), (c) all Consents from at First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date or since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any Person, including without limitation those set forth on Schedule 3.7(bamendment or supplement thereto after the date hereof), and all filingsother than as disclosed in the Final Offering Circulars or contemplated hereby, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall no event or events have been obtained or made with occurred, no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred information has become known nor does any event, change or condition exist that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;, (d) since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circulars or contemplated hereby, neither the Company, the Goldking Entities nor the Guarantors have incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Guarantors, taken as a whole, or the Goldking Entities or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations of the Company and the Guarantors, taken as a whole, or the Goldking Entities and there has not been any change in the Capital Stock or long-term indebtedness of the Company or the Guarantors of the Company or the Goldking Entities that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Guarantors, taken as a whole, or the Goldking Entities and (e) the sale of the Notes or the Offered Shares has not been enjoined (temporarily or permanently). (fii) a certificate, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, executed by the Secretary of the Company and the Guarantors, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form reasonably satisfactory to the Initial Purchaser. (iv) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Eaton & Van Winkle LLP, counsel to the Company and the Guaranto▇▇ ▇▇bst▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ form attached hereto as Exhibit D. (v) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Jackson Walker L.L.P., counsel to the Company and the Guarantor▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ the form attached hereto as Exhibit E. (vi) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Thompson & Knight LLP, counsel to the Initial Purchaser, in for▇ ▇▇▇▇▇▇actory to the Initial Purchaser. (vii) the opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of Louisiana counsel to the Company and the Guarantors, substantially in the form attached hereto as Exhibit F. (viii) an opinion, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, of White & Case LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (ix) The "lock-up" agreements, each substantially in the form of Exhibit G-1 hereto, from the persons identified on Exhibit G-2 relating to sales and certain other dispositions of shares of Common Stock or certain other securities shall be in full force and effect on the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date. (i) The Initial Purchaser shall have capital received from each Malone & Bailey P.C. and surplus Hein and Associates LLP, independent public ▇▇▇▇▇▇tan▇▇ ▇▇▇er the sta▇▇▇▇ds established by the American Institute of no less than $21,300,000 under GAAP; Certified Public Accountants, with respect to the Company and the Goldking entities, respectively, (gA) First Standard shall have entered into customary comfort letters, dated the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliatesdate of this Agreement, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Preliminary Offering Circulars, (B) customary comfort letters, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circulars and (C) customary "bring down" comfort letters, dated the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that each of Buyer Malone & Bailey P.C. and Seller;Hein and Associates LLP reaffirms the statem▇▇▇▇ ▇ade ▇▇ ▇▇s respecti▇▇ ▇etters furnished pursuant to clause (A) and (B). (j) On the date hereof and also at the Closing Date, the Initial Purchaser shall have received from the principal financial or accounting officer of the Company a certificate in form and substance reasonably satisfactory to the Initial Purchaser as to the accuracy of certain numbers contained or incorporated by reference in the Time of Sale Circulars and the Offering Circulars, which numbers shall be set forth in a schedule attached to such certificate. (k) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (m) The Initial Purchaser shall have received the Final Offering Circulars, and the terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circulars. (n) Prior to the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, each of DeGloyer and MacNaughton, the Company's independent petroleum engineer and Cawley, ▇▇▇▇▇▇▇▇▇ & Associates, Goldking's independent petroleum engi▇▇▇▇, sh▇▇▇ ▇▇▇▇ furnished to the Initial Purchaser a letter or letters, dated the respective date of delivery thereof, in form and substance satisfactory to the Initial Purchaser. (o) None of the parties to any of the Documents are in breach or default in any material respect under their respective obligations thereunder. (p) The Collateral Agent shall have received on the applicable Closing Date: (i) The holders (appropriately completed copies of Uniform Commercial Code UCC-1 financing statements naming each of the Company and the Guarantors as the debtor and the Collateral Agent as the secured party, or other than IHC similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its Affiliates) of a majority counsel, desirable to perfect the Lien of the shares of common stock of Buyer present in person or by proxy at Collateral Agent pursuant to the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Security Agreement; (jii) The Company shall own directly appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; andany Person in any collateral described in any Security Agreement previously granted by any Person; (kiii) Sellercertified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), IHCor a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the First Closing Date and, with respect to the Optional Additional Shares, each Option Closing Date, listing all effective financing statements which name the Company (under its present name and its Subsidiariesany previous names) as the debtor, as applicabletogether with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, shall have delivered other than such financing statements that evidence Permitted Liens); (iv) fully executed counterparts of a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the documents required to be delivered by them pursuant to Section 9.1(a"Deed of Trust"), in form and content substance reasonably satisfactory to BuyerCollateral Agent, which Deed of Trust shall cover the real and personal property relating to the Obligors' facilities in the locations to be listed on Schedule I to the Indenture; and (v) such other approvals or documents as the Collateral Agent or the Initial Purchaser may reasonably request in form and substance reasonably satisfactory to the Collateral Agent or Initial Purchaser, as the case may be. (q) The Collateral Agent and its counsel shall be satisfied that, concurrent with the purchase of the Notes or the Offered Shares hereunder by the Initial Purchaser, (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Final Offering Circulars; and (B) no Lien exists on any of the collateral described above other than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted Liens. (r) All steps, other than the payment of consideration, shall have been completed in connection with the Acquisition. In the case of the Preferred Stock, all steps, other than the release of (x) funds by the Initial Purchaser and (y) shares of Preferred Stock to the Initial Purchaser shall have been consummated in connection with the sale and purchase of the Preferred Stock. In the case of the Notes, the offering of Preferred Stock shall have been consummated.

Conditions. (a) The obligations of Buyer Sellers and Purchaser to consummate the transactions provided for hereby are subject, in the discretion of Buyer, contemplated by this Agreement shall be subject to the satisfaction of each or waiver, on or before the Closing Date, of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (ai) All waiting periods (and any extension thereof) under laws applicable to the representations and warranties in Article III and Article IV transactions contemplated by this Agreement shall have expired or been earlier terminated. (ii) There shall be true and correct when made and at and as no injunction, restraining order or decree of the Closing Date as if such representations and warranties were made at such time (except any nature of any court or governmental authority that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied is in all material respects all agreements and covenants required hereby to be performed effect that restrains or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or imposes conditions on such consummation not otherwise provided for herein. (iii) Neither Purchaser nor any Seller shall have been obtained advised by any United States federal government agency (which advisory has not been officially withdrawn on or made with no material adverse conditions being imposed; (dprior to the Closing Date) no Person that such government agency is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus consummation of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement;. In the event any of the above conditions is not satisfied on or before the Closing, either Forestar Petroleum, Forestar (USA) or Purchaser will have the right, exercisable at its sole election, to terminate this Agreement by delivering written notice to the other Parties before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). (jb) The Company shall own directly Unless waived by Purchaser, the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in all respects of the outstanding shares of capital stock of RAS following conditions precedent: (i) the truth and RAS shall own directly all accuracy as of the outstanding shares Closing Date, in all material respects, of capital stock of First Standard Associates Corp.each and every warranty and representation herein made by any Seller; and (kii) Each Seller’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by such Seller under this Agreement; and (iii) Title Company delivering to Purchaser at Closing its Marked Commitment to issue an Owner’s Policy to Purchaser insuring Purchaser’s marketable, fee simple title to the Real Property. In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 15(b). Notwithstanding the foregoing sentence, in the event of either Seller’s failure to fulfill any condition precedent set forth in Section 14(b)(ii), Purchaser shall provide written notice to such Seller and such Seller shall have seven (7) days from receipt of such notice to fulfill the condition precedent before Purchaser may exercise any remedies described in Section 15(b). (c) Unless waived by a Seller, IHCthe obligations of such Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement. (iii) The aggregate acreage of all Title Objection Property shall not exceed ten percent (10%) of the acreage of the Timberlands In the event any of the above conditions is not satisfied on or before the Closing, either Seller will have the right, exercisable at such Party’s sole election, to exercise the remedies described in Section 15(a), provided that if either Seller elects to exercise such remedy, the Company other Seller shall be deemed to have made an identical election. Notwithstanding the foregoing sentence, in the event of Purchaser’s failure to fulfill any condition precedent set forth in Section 14(c)(ii), Sellers shall provide written notice to Purchaser and its Subsidiaries, as applicable, Purchaser shall have delivered seven (7) days from receipt of such notice to fulfill the documents required to be delivered by them pursuant to condition precedent before Seller may exercise any remedies described in Section 9.1(a15(a), in form and content reasonably satisfactory to Buyer.

Conditions. The obligations obligation of Buyer any Agent, as agent of the Company, at any time ("Solicitation Time") to consummate solicit offers to purchase the transactions provided for hereby are subjectNotes, the obligation of any Purchaser to purchase Notes pursuant to any Terms Agreement, and the obligation of any other purchaser to purchase Notes shall in the discretion of Buyer, each case be subject (1) to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in Article III and Article IV shall be any certificate furnished pursuant to the provisions hereof are true and correct when made (i) in the case of an Agent's obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Purchaser's or any other purchaser's obligation to purchase Notes, at and as of the Closing Date time the Company accepts the offer to purchase such Notes and, as if such representations the case may be, at and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as of such date); (b) Sellerthe case may be, IHC and the Company shall have performed and satisfied in complied with all material respects all its agreements and covenants required hereby all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified (it being understood that under no circumstance shall any Agent have any duty or obligation to exercise discretionary judgment on behalf of the Company or any purchaser in respect of the fulfillment of any such condition): (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by them prior to the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or at shall be pending before or contemplated by the Closing DateCommission; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (eii) there shall not have occurred been any eventdowngrading, nor shall any notice have been given of any intended or potential downgrading or any review or possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act subsequent to the date hereof; (iii) there shall not have been any change, or condition thatany development involving a prospective adverse change, individually in the capital stock or in the aggregatelong-term debt of the Company or any of its Subsidiaries from that set forth or incorporated by reference in the Registration Statement and Prospectus which would, has had or could reasonably be expected to have a Material Adverse Effectin the opinion of the Agents, materially impair the investment quality of the Notes; (fiv) the Company and its Subsidiaries shall have capital no liability or obligation, direct or contingent, which is material to the Company and surplus of no less its Subsidiaries, taken as a whole, other than $21,300,000 under GAAPthose reflected or incorporated by reference in the Registration Statement and the Prospectus; (gv) First Standard there shall not have entered into been any adverse change or development involving a prospective adverse change, in the Reinsurance Treaties as described condition, financial or otherwise, of the Company or any of its Subsidiaries or the earnings, affairs, or business prospects of the Company or any of its Subsidiaries, whether or not arising in Section 6.13;the ordinary course of business, which would, in the opinion of the Agents, materially impair the investment quality of the Notes; and (hvi) Buyer there shall not have been any (A) outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the applicable Agent, is material and adverse and would, in the judgment of the applicable Agent, make it impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus, (B) suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (C) enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Agents materially and adversely affects, or will materially and adversely affect, the business or operations of the Company or any Subsidiary, (D) declaration of a banking moratorium by either federal or New York State authorities or (E) taking of any action by any federal, state or local government or agency in respect of its Affiliates monetary or fiscal affairs which in the opinion of the Agents has a material adverse effect on the financial markets in the United States. (b) On the Commencement Date, and Seller and its Affiliatesin the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, as applicableif called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Company, or such other counsel acceptable to the Agents, shall have entered into a service agreement furnished to the Agents or agreements the Purchaser, as the case may be, his written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance reasonably satisfactory to each of Buyer and Seller;such Agents or such Purchaser, as the case may be, to the effect that: (i) The holders (other than IHC the Company and its Affiliates) of a majority each of the shares Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of common stock its jurisdiction of Buyer present incorporation and has the corporate power and authority required to carry on its business as described in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this AgreementProspectus and to own, lease and operate its properties; (jii) The each of the Company shall own directly and the Subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; (iv) all of the outstanding shares of capital stock of RAS and RAS shall own directly all of, or other ownership interests in, each of the outstanding shares Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by the Company, free and clear of capital stock any security interest, claim, lien, encumbrance or adverse interest of First Standard Associates Corp.; andany nature; (kv) Sellerthe statements (A) incorporated by reference in the Prospectus from Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, IHC1998 and (B) incorporated in the Prospectus from Item 1 of Part II of the Company's Quarterly Reports on Form 10-Q filed since such Annual Report, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (vi) to the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be described in the Registration Statement or the Prospectus and are not so described or incorporated by reference, or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or are required to be filed as an exhibit to the Registration Statement that are not so described or filed or incorporated by reference as required; (vii) to the best of such counsel's knowledge, neither the Company nor any of the Subsidiaries is in violation of its respective certificate of incorporation or by-laws except for such violations that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and, neither the Company nor any of its Subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any bond, debenture, indenture, loan agreement, mortgage, lease or any other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound; (viii) neither the Company nor any of the Subsidiaries has violated any Environmental Law or any provisions of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; (ix) each of the Company and the Subsidiaries has such Authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as applicablea whole; each such Authorization is valid and in full force and effect and each of the Company and its Subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are materially burdensome to the Company and its subsidiaries, taken as a whole; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; (x) the execution, delivery and performance by the Company of this Agreement, any applicable Terms Agreement, the Indenture and the Notes and compliance by the Company with all the provisions hereof and thereof will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the certificate of incorporation or by-laws of the Company or any of its Subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound, except for any such conflict, breach or default which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its Subsidiaries or their respective property; (xi) to the best of such counsel's knowledge, all leases to which the Company or any of its Subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder which might result in any material adverse change in the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole, and the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary; (xii) each document incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements included therein as to which no opinion need be expressed) complied as to form when filed with the Commission in all material respects with the Securities Exchange Act of 1934, as amended. (1) the Registration Statement and the Prospectus (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission (2) nothing has come to the attention of such counsel that would lead such counsel to believe that (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1 as to which no belief need be expressed) (x) any part of the Registration Statement when such part became effective or on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (y) the Prospectus on the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the opinion and belief set forth in clauses (1) and (2) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Prospectus. The opinion described in Section 6 (b) above shall be rendered to you at the request of the Company and shall so state therein. (c) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Agents, shall have furnished to the Agents or such Purchaser, as the case may be, their opinion, dated the Commencement Date or Time of Delivery, as the case may be, to the effect that: (i) the forms of the Notes have been duly authorized and, when the terms of a particular Note and its issuance and sale have been duly established in conformity with the Indenture, and when such Note has been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the documents required purchasers thereof in accordance with the terms of this Agreement and any applicable Terms Agreement, such Note will be entitled to the benefits of the Indenture and will be delivered a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except (a) as such enforcement may be limited by them pursuant to Section 9.1(a)bankruptcy, in form insolvency, reorganization, moratorium or similar laws affecting creditors' rights and content reasonably satisfactory to Buyer.remedies generally and (b) as such enforcement may be limited by general principles of equity, regardless of whether enforcement i

Conditions. The obligations of Buyer In addition to consummate the transactions provided for hereby are subject, in the discretion of Buyer, being subject to the satisfaction of each the conditions precedent contained in Article 5 hereof, the obligation of the following conditions, on or prior Issuing Bank to issue any Letter of Credit is subject to the Closing Date, any of which may be waived by Buyerfollowing conditions precedent having been satisfied in a manner satisfactory to the Issuing Bank and the Agent: (a) The Borrower shall have delivered to the representations Issuing Bank at such times and warranties in Article III such manner as the Issuing Bank may prescribe an application in form and Article IV substance satisfactory to the Issuing Bank for the issuance of the Letter of Credit and such documents as may be required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be true satisfactory to the Agent and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date)Issuing Bank; (b) Selleras of the date of issuance, IHC no order of any court, arbitrator or public authority having jurisdiction or authority over the proposed issuer shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the Company amount of the proposed Letter of Credit and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any public authority with jurisdiction over money center banks generally shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed prohibit, or satisfied by them prior to request that the Issuing Bank refrain from, the issuance of letters of credit generally or at the Closing Date;issuance of such Letter of Credit, as the case may be; and (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Borrower shall have been obtained or made appointed the Agent as its attorney, with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital full power and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; authority: (i) The holders to sign and/or endorse the Borrower's name upon any warehouse or other receipts or Letter of Credit applications; (other than IHC and its Affiliatesii) to sign the Borrower's name on bills of a majority lading; (iii) to clear inventory through U.S. Customs in the Borrower's name or the name of the shares Agent, and to sign and deliver to U.S. Customs officials powers of common stock attorney in the Borrower's name for such purpose; (iv) to complete in the Borrower's name or Agent's name any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof; and (v) to do such other acts and things as are necessary to carry out the terms of Buyer present this Agreement in person or by proxy at order to enable the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly Agent to obtain payment of all obligations of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerBorrower hereunder.

Conditions. The obligations obligation of Buyer the Initial Purchaser to consummate purchase the transactions provided for hereby are subjectNotes, in the discretion of Buyer, under this Agreement is subject to the satisfaction of each of the following conditionsconditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties contained in this Agreement and in each of the Documents shall be true and correct as of the date hereof and at the First Closing Date as though then made and, on with respect to the Optional Additional Convertible Notes, as of each Option Closing date as though then made. On or prior to the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, that would prevent or materially interfere with the consummation of the Offerings or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes, in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, prevent the consummation of the Offerings or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company after due inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes and (B) would not, individually or in the aggregate, have a Material Adverse Effect, except as disclosed in the Final Offering Circulars. (d) Subsequent to the respective dates as of which may be waived data and information is given in the Time of Sale Circulars and the Final Offering Circulars, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by Buyerthe National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) The Underlying Securities shall have been approved for listing on the OTC Bulletin Board, to the extent required, subject only to notice of issuance. (g) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (h) The Initial Purchaser shall have received on the applicable Closing Date: (i) certificates dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Article III Section 4 hereof and Article IV shall be in each of the Documents, are true and correct when made and at and in all respects, as of the date hereof and at the First Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, (b) Seller, IHC and the Company shall and each other party to the Documents (other than the Initial Purchaser) have performed or complied with all of the agreements and satisfied in all material respects all agreements and covenants required hereby conditions on their respective parts to be performed performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by them prior such other parties, which failure to satisfy would not, individually or at in the Closing Date; aggregate, have a Material Adverse Effect), (c) all Consents from at First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date or since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any Person, including without limitation those set forth on Schedule 3.7(bamendment or supplement thereto after the date hereof), and all filingsother than as disclosed in the Final Offering Circulars or contemplated hereby, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall no event or events have been obtained or made with occurred, no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred information has become known nor does any event, change or condition exist that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;, (d) since the date of the most recent financial statements in the Final Offering Circulars (exclusive of any amendment or supplement thereto after the date hereof), other than as disclosed in the Final Offering Circulars or contemplated hereby, the Company has not incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations of the Company, and there has not been any change in the Capital Stock or long-term indebtedness of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company, and (e) the sale of the Notes has not been enjoined (temporarily or permanently). (fii) a certificate, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, executed by the Secretary of the Company, certifying such matters as the Initial Purchaser may reasonably request. (iii) a certificate of solvency, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, executed by the principal financial or accounting officer of the Company substantially in a form reasonably satisfactory to the Initial Purchaser. (iv) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Company substantially in the form attached hereto as Exhibit C. (v) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ L.L.P., counsel to the Company substantially in the form attached hereto as Exhibit D. (vi) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of Nevada counsel to the Company, substantially in the form attached hereto as Exhibit E. (vii) the 10b-5 letter, dated the First Closing Date, and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser. (viii) the opinion, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, of White & Case LLP, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (ix) the “lock-up” agreements, each substantially in the form of Exhibit F-1 hereto, from the persons identified on Exhibit F-2 relating to sales and certain other dispositions of shares of Common Stock or certain other securities shall be in full force and effect on the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date. (i) The Initial Purchaser shall have capital and surplus received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., independent public accountants under the standards established by the American Institute of no less than $21,300,000 under GAAP; Certified Public Accountants, with respect to the Company, (gA) First Standard shall have entered into customary comfort letters, dated the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliatesdate of this Agreement, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Preliminary Offering Circulars, (B) customary comfort letters, dated the date of this Agreement, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circulars and (C) customary “bring down” comfort letters, dated the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C. reaffirms the statements made in its respective letters furnished pursuant to clause (A) and (B). (j) On the date hereof and also at the Closing Date, the Initial Purchaser shall have received from the principal financial or accounting officer of Buyer the Company a certificate in form and Seller;substance reasonably satisfactory to the Initial Purchaser as to the accuracy of certain numbers contained or incorporated by reference in the Time of Sale Circulars and the Offering Circulars, which numbers shall be set forth in a schedule attached to such certificate. (k) Each of the Documents shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a fully executed original of each Document. (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offerings or any transaction contemplated in the Documents. (m) The Initial Purchaser shall have received the Final Offering Circulars, and the terms of each Document shall conform in all material respects to the description thereof in the Time of Sale Circulars. (n) Prior to the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Associates, the Company’s independent petroleum engineer, shall have furnished to the Initial Purchaser a letter or letters, dated the respective date of delivery thereof, in form and substance satisfactory to the Initial Purchaser. (o) None of the parties to any of the Documents are in breach or default in any material respect under their respective obligations thereunder. (p) The Collateral Agents shall have received on the applicable Closing Date: (i) The holders appropriately completed copies of Uniform Commercial Code UCC-1 financing statements naming each of the Company and the Guarantors as the debtor and the applicable Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agents and their counsel, desirable to perfect the Liens of the Collateral Agents pursuant to each of the Security Agreements; (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than IHC and its AffiliatesPermitted Liens) of a majority of the shares of common stock of Buyer present any Person in person or any collateral described in any Security Agreement previously granted by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreementany Person; (jiii) The certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agents, dated a date reasonably near to the First Closing Date and, with respect to the Optional Additional Convertible Notes, each Option Closing Date, listing all effective financing statements which name the Company (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; andcover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (kiv) Seller, IHC, fully executed counterparts of a deed of trust and mortgage (the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a“Deed of Trust”), in form and content substance reasonably satisfactory to BuyerCollateral Agents, which Deed of Trust shall cover Baseline’s proved oil and gas reserves, as described in the Final Offering Circulars; and (v) such other approvals or documents as the Collateral Agents or the Initial Purchaser may reasonably request in form and substance reasonably satisfactory to the Collateral Agents or Initial Purchaser, as the case may be. (q) The Collateral Agents and their counsel shall be satisfied that, concurrent with the purchase of the Notes hereunder by the Initial Purchaser, (A) the Liens granted to the Collateral Agents, for the benefit of the Secured Parties (as defined in the Offering Circulars) in the collateral described above is of the priority described in the Final Offering Circulars; and (B) no Lien exists on any of the collateral described above other than the Liens created in favor of the Collateral Agents, for the benefit of the Secured Parties, pursuant to the Collateral Agreements, in each case subject to the Permitted Liens. (r) All steps, other than the payment of consideration, shall have been completed in connection with the Acquisition. (s) The New Credit Agreement shall have been executed and delivered by all parties thereto, and the Initial Purchaser shall have received a true and correct copy such document which shall be in form and substance reasonably satisfactory to the Initial Purchaser. No loans shall have been borrowed under the New Credit Agreement on the Closing Date.

Conditions. 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of Buyer each party to consummate effect the transactions provided for hereby are subject, in the discretion of Buyer, Merger shall be subject to the satisfaction fulfillment at or prior to the Closing Date of each of the following conditions, on or prior to the Closing Date, any of which may be conditions (unless waived by Buyer:each of the parties hereto in accordance with the provisions of Section 8.6 hereof): (a) The waiting period applicable to the representations and warranties in Article III and Article IV shall be true and correct when made and at and as consummation of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date Merger under the HSR Act shall be true and correct only as of such date);have expired or been terminated. (b) Seller, IHC and No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the Company consummation of the Merger or materially changes the terms or conditions of this Agreement shall have performed been issued and satisfied remain in all material respects all agreements and covenants required hereby effect. In the event any such order or injunction shall have been issued, each party agrees to be performed or satisfied by them prior use its reasonable efforts to or at the Closing Date;have any such injunction lifted. (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b)The Commissioner of Corporations of the State of California shall have issued the Exemption Permit, and all filings, registrations and notifications necessary approvals under other state securities laws relating to permit the consummation issuance or trading of the transactions contemplated by Wats▇▇ ▇▇▇mon Stock to be issued to the Stockholders in connection with the Merger shall have been received. (d) All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements shall have been obtained or made made, except for filings in connection with no material adverse conditions being imposed; (d) no Person that is not a party the Merger and any other documents required to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes be filed after the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited;Effective Time. (e) there The Wats▇▇ ▇▇▇mon Stock to be issued to the Stockholders in connection with the Merger shall not have occurred any event, change or condition that, individually or in been authorized for trading on the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;Nasdaq National Market. (f) Wats▇▇, ▇▇e Stockholders Agent and the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard Escrow Agent shall have entered into the Reinsurance Treaties as described in Section 6.13;Escrow Agreement. (g) At least ninety-five percent (95%) of the aggregate number of outstanding shares of Preferred Stock shall have been voluntarily converted into shares of Company Common Stock prior to the Effective Time. (h) Buyer Wats▇▇ ▇▇▇ll have received the opinion of D'An▇▇▇▇ & ▇fla▇▇, ▇▇unsel to Wats▇▇, 42 43 dated the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and its Affiliates that the Company and Seller Wats▇▇ ▇▇▇l each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel shall be entitled to rely upon, among other things, reasonable assumptions as well as representations and its Affiliatescovenants of Wats▇▇, as applicable▇▇ts▇▇ ▇▇▇, shall have entered into a service agreement or agreements in form the Company and substance reasonably satisfactory to each certain stockholders of Buyer and Seller;the Company. (i) The holders (other than IHC and its AffiliatesCompany shall have received the opinion of Venture Law Group, A Professional Corporation, counsel to the Company, dated the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that the Company and Wats▇▇ ▇▇▇l each be a majority party to that reorganization within the meaning of Section 368(b) of the shares Code. In rendering such opinion, counsel shall be entitled to rely upon, among other things, reasonable assumptions as well as representations and covenants of common stock Wats▇▇, ▇▇ts▇▇ ▇▇▇, the Company and certain stockholders of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement;Company. (j) The Company shall own directly all Wats▇▇ ▇▇▇ll have received the opinion of Price Waterhouse, dated the outstanding shares Closing Date, to the effect that the Merger will be treated as a "pooling of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; andinterests" for accounting purposes. (k) SellerThe Company shall have received from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ a letter, IHCdated the Closing Date, indicating that the Company has not taken any action that would preclude it from entering into a transaction that would be treated as a "pooling of interests" for accounting purposes. (l) This Agreement and its Subsidiaries, as applicable, the Merger and other transactions contemplated hereby shall have delivered been approved and adopted by the documents required to be delivered by them pursuant to Section 9.1(a)requisite vote of the Stockholders. (m) Glen▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇rr▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Anth▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ll have entered into an Employment Agreement in substantially the form attached hereto as Exhibit F, G and content reasonably satisfactory to Buyer.H.

Conditions. 6.1 The obligation of the Managing Broker-Dealer to sell the Preferred on a best-efforts basis as provided herein shall be subject to the accuracy of the representations and warranties of the Company hereunder, to the performance by the Company of its obligations of Buyer to consummate the transactions provided for hereby are subjecthereunder, in the discretion of Buyer, and to the satisfaction of each of the following additional conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) The Registration Statement shall be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Company or the Managing Broker-Dealer, threatened by the SEC or any state securities commission or similar regulatory body. Any request by the SEC for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Managing Broker- Dealer. (b) The Managing Broker-Dealer shall have received from the Company a certificate, dated as of the initial date of effectiveness of the Registration Statement (the “Initial Effective Date”), of an executive officer of the Company, as to: (i) the accuracy of the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) SellerCompany in this Agreement, IHC and compliance by the Company shall have performed and satisfied in with all material respects all the agreements and covenants required hereby satisfaction of all the conditions to be performed or satisfied by them prior to the Company under this Agreement; (ii) the absence of any stop order or at similar order or related proceedings; and (iii) the Closing Date;absence of any material adverse change in the condition (financial or otherwise), earnings, operations or business of the Company and its subsidiaries taken as a whole or might materially and adversely affect its properties, assets or rights, except as contemplated in the Prospectus or related documents. (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(bThe Managing Broker-Dealer shall have received a certificate of Secretary of the Company (or other officer of the Company), and all filings, registrations and notifications necessary to permit the consummation dated as of the transactions contemplated Initial Effective Date, certifying as to (i) the certificate of incorporation and bylaws of the Company, and (ii) the resolutions of the Board of Directors of the Company relating to the preparation and signing of the Registration Statement and this Agreement, the issuance and sale of the Preferred and other related matters. The Managing Broker-Dealer may waive in writing the performance of any one or more of the conditions specified in this Section or extend the time for their performance. If any of the conditions specified in this Section shall not have been fulfilled when and as required by this Agreement to be fulfilled, and if the Ancillary Agreements shall have fulfillment of said condition has not been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to waived by the Managing Broker-Dealer, then this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority all obligations of the shares of common stock of Buyer present in person Managing Broker-Dealer hereunder may be canceled at, or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHCany time prior to, the Company and its Subsidiaries, as applicable, shall have delivered Initial Effective Date by the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerManaging Broker-Dealer.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as The obligation of the Closing Date as if such representations and warranties were made at such time parties hereto is subject to no applicable governmental authority having enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (except that those representations and warranties whether temporary, preliminary or permanent) which are made as has the effect of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit making the consummation of the transactions contemplated by this Agreement and illegal or otherwise enjoining, restraining or prohibiting consummation of the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed;transactions contemplated by this Agreement. (db) no Person that is not a party The obligation of the Investor to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes consummate the transactions contemplated by this Agreement shall be subject to the conditions (which may be waived in writing (email being sufficient) by the Investor) that (i) all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date hereof (other than representations and warranties that are qualified as to materiality or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; Effect (fas defined below), which representations and warranties shall be true and correct in all respects); and (ii) the Company shall have capital performed, satisfied and surplus of no less than $21,300,000 under GAAP;complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it on the date hereof. (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (ic) The holders (other than IHC and its Affiliates) of a majority obligation of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved Company to consummate the transactions contemplated by this Agreement; Agreement shall be subject to the conditions (jwhich may be waived in writing (email being sufficient) The Company shall own directly by the Company) that (i) all representations and warranties of the outstanding shares of capital stock of RAS Investor contained in this Agreement shall be true and RAS shall own directly correct in all material respects as of the outstanding shares of capital stock of First Standard Associates Corp.date hereof (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects); and and (kii) Seller, IHC, the Company and its Subsidiaries, as applicable, Investor shall have delivered the documents performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be delivered performed, satisfied or complied with by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerit on the date hereof.

Conditions. 2.1 The obligations of Buyer the Underwriters under Clause 6 are conditional upon: (1) the passing by the independent Shareholders at the extraordinary general meeting of the Company of ordinary resolutions to consummate approve the Underwriting Agreement, the Rights Issue and the transactions provided for hereby are subject, contemplated thereunder in accordance with the discretion Listing Rules by no later than the Prospectus Posting Date; (2) the Listing Committee of Buyer, the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms); (3) the delivery to the satisfaction Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the following conditions, on Prospectus Documents duly signed by two Directors (or prior to the Closing Date, any of which may be waived by Buyer: (atheir agents duly authorised in writing) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as having been approved by resolution of the Closing Date as if such representations Directors (and warranties were made at such time all other documents required to be attached thereto) and otherwise in compliance with the Listing Rules and the Companies (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date)WUMP) Ordinance not later than the Prospectus Posting Date; (b4) Seller, IHC the posting of the Prospectus to the Qualifying Shareholders and the posting of the Prospectus and a letter in the agreed form to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue on or before the Prospectus Posting Date; (5) this Agreement not being terminated in accordance with its terms; (6) due compliance with and performance of all the undertakings and obligations of the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at under the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation terms of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no all representations and warranties thereunder remain to be true and accurate in all material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.respects; and (k7) Sellerthe Placing Agreement not being terminated pursuant to the terms thereof and remain in full force and effect.. 2.2 The Company shall use all reasonable endeavours to procure the fulfillment of all the Conditions Precedent to the extent it is within its power to do so, IHCby the Latest Time for Acceptance and in particular shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be necessary in connection with the terms of this Agreement. 2.3 The Company shall as soon as practicable after the signing of this Agreement make an application to the Stock Exchange for the listing of and permission to deal in all the Rights Shares in their nil-paid and fully-paid forms. 2.4 None of the above conditions is capable of being waived. 2.5 If any of the conditions precedent are not satisfied by the Latest Time for Termination (or where appropriate, the times stipulated above or such later time and/or date as the Underwriters may agree with the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(ain writing), in form the Rights Issue shall terminate and content reasonably satisfactory to Buyerno party will have any claim against any other party for costs, damages, compensation or otherwise.

Conditions. The obligations In addition to Purchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, the obligation of Buyer Purchaser under this Contract to consummate purchase the transactions provided for hereby are subject, in the discretion of Buyer, Property from Seller is subject to the satisfaction of each of the following conditions, conditions on or prior to the Closing Date, any of which conditions may be waived in whole or in part by BuyerPurchaser by written waiver at or prior to the Closing Date: (a) A. Title to the Real Property shall be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price and with such endorsements as Purchaser shall require. B. Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. C. All of Seller’s representations and warranties in Article III and Article IV contained herein shall be true and correct when made and at and in all material respects as of the Closing Date as if and Seller will deliver to Purchaser at Closing a certificate to that effect. D. The physical condition of the Property shall not have materially changed since the Effective Date. E. All tenants of the Leases shall be occupying the Property and operating its business at the Property and none of them shall be in default in the payment of rent or performance of any other material obligation under the Leases. F. Purchaser shall have made application to a lender of Purchaser’s choice for a loan upon terms and in an amount which shall be to the complete subjective satisfaction of Purchaser, such loan application shall have been accepted by the lender of Purchaser’s choice, and such lender shall have given final approval of such loan, all loan conditions shall be met, and such loan shall be fully funded at closing. G. Notwithstanding that certain of Seller's representations and warranties may be limited to the extent of actual knowledge of the facts stated therein, it shall be a condition precedent to Purchaser's obligation to conduct Closing that the facts stated in all such representations and warranties were made shall be correct as of the time of Closing. H. Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (the “Estoppel Certificates”) from Ingles, C. S. Services and Amedisys hereinafter referred to as the “Key Tenants” and from other tenants representing at least seventy percent (70%) of leased area of the Property, exclusive of the area of the Property leased to the Key Tenants under the Leases, in the form attached hereto as Exhibit “D” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver all of the required Estoppel Certificates to Purchaser prior to Closing in the required form, without modification, each Estoppel Certificate shall not be dated more than sixty (60) days before Closing, and each such Estoppel Certificate shall state no claim of offset by the tenant, no default by Seller under the Leases and no circumstance which would with the giving of notice or passing of time be a default by Seller under any Lease within the aforesaid time period. Seller will deliver to Purchaser, prior to Closing, duly executed originals of guarantee estoppels from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ (except guarantors of La Vaquerita Mexican Restaurant lease), ▇▇▇▇ ▇▇▇▇▇ (guarantor of My Kidz Dentist lease), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (guarantor of Connie’s Creative Hair Salon lease), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (guarantor of Giovanni’s lease), in the form attached hereto as Exhibit “E” without material modification. I. Seller will deliver to Purchaser, prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”) from each Key Tenant and any tenant that those representations has recorded a memorandum of lease or similar document in the land records under the Leases in the form attached hereto as Exhibit “F” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of SNDA Agreement is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver all of the SNDA Agreements without material modification prior to Closing. J. Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (“REA Estoppel”) from the owners of the adjacent parcels that currently are occupied by Waffle House, ▇▇▇▇ Car Wash, McDonald’s and warranties Carrolton Beverage (the “REA Parties”) which are made subject to any Reciprocal Easement Agreement or Easement with Covenants and Restrictions or similar agreement (the “Restrictive Agreement”), if any, in the form attached hereto as Exhibit “G”, by which the REA Parties shall certify that the Restrictive Agreement is in full force and effect, has not been modified or amended in any way, and to the best knowledge of the party giving the estoppel, the Seller is not in default under the applicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in full by Seller. K. Seller will deliver to Purchaser the Notice of Waiver or Termination by Ingles no later than February 1, 2016. In the event that Seller does not deliver to Purchaser the Notice of Waiver or Termination by Ingles by February 1, 2016, this Contract shall automatically terminate and neither Purchaser nor Seller shall have any further responsibility to each other under this Contract. Except with respect to the condition in Section 8 (K) herein, in the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; then Purchaser may either (i) The holders extend the date for Closing for a maximum of thirty (other than IHC 30) days until such conditions are satisfied, or (ii) terminate this Contract and its Affiliateshave the Deposit refunded together with accrued interest or (iii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a majority default by Seller hereunder, Purchaser shall have all rights and remedies as set forth in Section 13 herein. If Purchaser has extended the date for Closing for a maximum of thirty (30) days and the condition(s) are still not satisfied as of the shares extended date for Closing, then Purchaser may (i) waive in writing the satisfaction of common stock any such conditions, in which event this Contract shall be read as if such conditions no longer existed or (ii) terminate this Contract and have the Deposit refunded together with accrued interest; provided, however, that if such failure of Buyer present in person condition also constitutes or is accompanied by proxy at the Buyer's Stockholders Meeting a default by Seller hereunder, Purchaser shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS rights and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, remedies as applicable, shall have delivered the documents required to be delivered by them pursuant to set forth in Section 9.1(a), in form and content reasonably satisfactory to Buyer13 herein.

Conditions. 4.1 The obligations of Buyer Parent and the Investor to consummate the transactions provided for hereby Subscription Closing are subject, in the discretion of Buyer, subject to the satisfaction of each or waiver of the following conditions: (a) occurrence of the Acceptance Time, on or (b) the receipt by the Investor of its portion of the Offer Consideration for each of its Company Shares validly tendered by the Investor and not withdrawn pursuant to the Offer prior to the Acceptance Time, (c) no Law having been enacted, entered, issued or promulgated (and remaining in effect) by any Governmental Authority that prohibits, restricts or impedes the consummation of the Subscription Closing Date, and (d) the Investor and its Affiliates shall have received any required approval under the outbound direct investment Laws of which may be waived by Buyer:the People’s Republic of China (“ODI Approval”) in connection with the transactions contemplated hereby. 4.2 The obligations of Parent to consummate the Subscription Closing are subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of Investor set forth in Article III and Article IV this Agreement shall be true and correct when made and at and as of the Closing Date as if such in all material respects (other than representations and warranties were made at such time (except that those are qualified as to materiality, which representations and warranties which are made as of a specific date shall be true and correct only in all respects) as of the date of this Agreement and as of the Subscription Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); , (b) Seller, IHC and the Company Investor shall have complied with or performed and satisfied in all material respects all agreements its obligations and covenants required hereby to be complied with or performed by it pursuant to this Agreement at or satisfied by them prior to or at the Subscription Closing Date; and (c) all Consents from any Personthere shall be no action, including without limitation those set forth on Schedule 3.7(b)lawsuit, and all filingsarbitration, registrations and notifications necessary claim or proceeding pending that seeks to permit enjoin, restrict or impede the consummation of this Agreement. 4.3 The obligations of the transactions contemplated by Investor to consummate the Subscription Closing are subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of Parent set forth in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of the Ancillary Agreements Subscription Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (b) Parent shall have been obtained complied with or made performed in all material respects its obligations and covenants required to be complied with no material adverse conditions being imposed; (d) no Person that is not a party or performed by it pursuant to this Agreement at or prior to the Subscription Closing, (or an Affiliate thereofc) shall have obtained a Court Order which makes for the transactions contemplated by period from and including the date of this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) through and including such date, there shall not have not occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; Change, (fd) there shall be no action, lawsuit, arbitration, claim or proceeding pending that seeks to enjoin, restrict or impede the consummation of this Agreement and (e) the Company Subscription Securities shall have capital and surplus be approved for listing, subject to official notice of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into issuance, on the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerNew York Stock Exchange.

Conditions. (a) The obligations obligation of Buyer Purchaser under this Agreement to consummate purchase the transactions provided for hereby are subject, in the discretion of Buyer, Property from Seller is subject to the satisfaction of each of the following conditions, conditions (any of which may be waived in whole or in part by Purchaser in writing on or prior to the Closing Date): (i) Title to the Property shall be good and marketable, and subject to no liens, encumbrances, leases, licenses, rights of occupancy, security interests, restrictions, rights- of-way, easements or encroachments (collectively “Exceptions”) other than the Permitted Exceptions. Purchaser’s title insurance company shall be prepared to issue, at its standard premium rates, a title insurance policy insuring the title to the Property, subject only to the Permitted Exceptions, in the amount of the Purchase Price. (ii) As of the Closing Date, (A) Seller’s representations and warranties shall be true and correct in all material respects, and (B) Seller shall have performed all of its other obligations under this Agreement. (iii) Purchaser shall have received from Seller evidence satisfactory to Purchaser that the lease with Greyhound Lines, Inc. has been terminated. In the event that any of the foregoing conditions to Closing have not been met or waived in writing by Purchaser on or before the Closing Date, Purchaser shall have the right to either (i) extend the date for Closing until such conditions are satisfied, up to a maximum of ninety (90) days, or (ii) terminate this Agreement by written notice to Seller. In the event of such termination, thereafter, this Agreement shall be deemed terminated and neither party shall have any further obligation to the other (except as otherwise expressly provided in this Agreement). Further, so long as Seller is not in default of this Agreement, in the event Purchaser terminates this Agreement, Purchaser shall provide to Seller a copy of all environmental and engineering reports prepared by Purchaser or the Purchaser Parties. (b) The obligation of Seller under this Agreement to sell the Property to Purchaser is subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Buyer:Seller in writing on or prior to the Closing Date): (ai) the representations All representations, warranties, acknowledgments and warranties covenants made by Purchaser in Article III and Article IV this Agreement shall be true and correct when made in all material respects, and at shall continue to be true and correct in all material respects as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date);Date. (bii) SellerNo laws, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed statutes, ordinances, governmental orders, regulations, rules or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements requirements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal enacted, adopted, issued or otherwise prohibited; (e) there shall not have occurred any event, change promulgated by a governmental entity or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (agency other than IHC the City that would prevent the use and its Affiliates) of a majority development of the shares of common stock of Buyer present Property in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by accordance with this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.

Conditions. (a) The obligations obligation of Buyer the Purchasers to consummate purchase the transactions provided for hereby are subject, in the discretion of Buyer, Series A Notes under this Agreement is subject to the satisfaction or waiver of each of the following conditions: (i) All the representations and warranties of the Issuer in this Agreement shall be true and correct in all material respects (other than representations and warranties with a materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company Issuer shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on its part to be performed, complied with or satisfied pursuant to the Documents; and nothing shall have come to the attention of the Issuer to lead it to believe that any other party to the Documents (other than the Purchasers) has not performed or complied in all material respects with all of the agreements and covenants required hereby satisfied in all material respects all conditions on their respective parts to be performed performed, complied with or satisfied by them prior pursuant to the Documents. (ii) The Offering Circular shall have been printed and copies made available to the Purchasers not later than 12:00 noon, New York City time, on the first business day following the date of this Agreement or at such later date and time as the Purchasers may approve. (iii) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or interfere with the issuance and sale of the Series A Notes; and no stop order suspending the qualification or exemption from qualification of any of the Series A Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or be pending or contemplated as of the Closing Date;. (civ) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements No action shall have been obtained or made with taken and no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) Applicable Law shall have obtained a Court Order which makes been enacted, adopted or issued that would, as of the transactions contemplated by this Agreement Closing Date, prevent the issuance or sale of the Ancillary Agreements illegal Series A Notes. No Proceeding shall be pending or otherwise prohibited; threatened other than Proceedings that (eA) there shall not have occurred any eventif adversely determined could not, change or condition that, individually singly or in the aggregate, has had adversely affect the issuance or marketability of the Series A Notes or (B) could not reasonably be expected to have a Material Adverse Effect;. (fv) The Notes shall have (A) been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market, and (B) received a rating of B+ and B1 from Standard & Poor's Corporation and Mood▇'▇ ▇▇▇estors Services, Inc., respectively. (vi) The Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Company Chief Executive Officer and (2) the principal financial or accounting officer of the Issuer, on behalf of the Issuer, (x) confirming the matters set forth in paragraphs (i) through (iv) of this Section 9(a) and (y) certifying as to such other matters as the Purchasers may reasonably request, (B) a certificate, dated the Closing Date, signed by the Secretary of the Issuer, certifying such matters as the Purchasers may reasonably request and (C) a certificate, dated the Closing Date, signed by the principal financial or accounting officer of the Issuer substantially in the form previously approved by the Purchasers. (vii) The Purchasers shall have capital received on the Closing Date an opinion and surplus of no less than $21,300,000 under GAAP; a letter (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements each reasonably satisfactory in form and substance reasonably satisfactory to each of Buyer the Purchasers and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of counsel to the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(aPurchasers), in form and content reasonably satisfactory to Buyer.dated the Closing Date, of

Conditions. The obligations obligation of Buyer any Agent, as agent of the Company, at any time ("Solicitation Time") to consummate solicit offers to purchase the transactions provided for hereby Securities, the obligation of any Agent to purchase Securities as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Securities shall in each case be subject (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are subject, true and correct (i) in the discretion case of Buyeran Agent's obligation to solicit offers to purchase Securities, at and as of such Solicitation Time and (ii) in the case of any Agent's or any other purchaser's obligation to purchase Securities, at and as of the time the Company accepts the offer to purchase such Securities and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the satisfaction of each of the following conditions, on condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the Closing Datecase may be, any of which may the Company shall have complied with all its agreements and all conditions on its part to be waived by Buyerperformed or satisfied hereunder prior to such relevant time; and (3) to the following additional conditions when and as specified: (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the representations and warranties in Article III and Article IV shall be true and correct when made and at and case may be: (i) if any amendment to the Registration Statement filed prior to the Commencement Date has not been declared effective as of the Closing Date Commencement Date, such amendment shall have been declared effective not later than 5:30 p.m. (New York City time) on the Commencement Date; if applicable, the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such representations Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and warranties were made regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for that purpose shall have been initiated or threatened by the Commission which has not been resolved in the reasonable satisfaction of such Agent; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent; (ii) subsequent to the date of this Agreement, there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that indicates a downgrading or possible downgrading in the rating accorded any securities of or guaranteed by the Company by any Rating Organization; (iii) subsequent to the date of this Agreement, there shall not have been any material adverse change in the financial condition or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus, as amended or supplemented to such Solicitation Time or at the time such time offer to purchase was made, the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to market the Securities on the terms and in the manner contemplated in the Prospectus, as so amended or supplemented; and (except that those representations and warranties iv) subsequent to the date of this Agreement, there shall not have occurred (a) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (b) any banking moratorium declared by U.S. Federal or New York authorities; or (c) any outbreak or escalation of major hostilities in which are made as the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a specific date shall be true majority in interest of the involved Agents, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and correct only as of such date);payment for the Securities. (b) SellerOn the Commencement Date and in the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, IHC if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇, Brown & ▇▇▇▇▇, special counsel for the Company, or other counsel for the Company reasonably satisfactory to such Agent or Agents, shall have furnished to the relevant Agent or Agents their written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) The Company is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company shall is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions within the United States of America in which its ownership or leasing of property or the conduct of its business re- quires such qualification and where the failure to be so qualified or in good standing would have performed a material adverse effect upon its operations or financial condition; (ii) The Indenture has been duly authorized, executed and satisfied delivered by the Company, has been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to public policy considerations and to general equity principles; the Indenture complies as to form in all material respects all agreements with the requirements of the Trust Indenture Act; the Securities have been duly authorized by the Company and, when the terms thereof have been established and covenants required hereby when the Securities have been executed, authenticated, issued and delivered in the manner provided in the Indenture and sold through an Agent as agent or to be performed or satisfied by them prior any Agent as principal pursuant to a Terms Agreement, will constitute, valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or at the Closing Dateaffecting creditors' rights, to public policy considerations and to general equity principles; (ciii) all Consents from To the best of the knowledge of such counsel without independent inquiry, no consent, approval, authorization or order of, or filing with, any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and any applicable Terms Agreement in connection with the Ancillary Agreements issuance or sale of the Securities by the Company, except such as are required and have been obtained and made under the Securities Act and the Trust Indenture Act and such as may be required under state securities laws (it being understood that such opinion may be limited to such consents, approvals, authorizations, orders and filings which, in such counsel's experience, are customarily applicable to transactions of the type contemplated by this Agreement, any applicable Terms Agreement and the Indenture); (iv) The execution, delivery and performance of the Indenture, this Agreement and any applicable Terms Agreement and the issuance and sale of the Securities and compliance with the terms and provisions of the Indenture, this Agreement and the terms of the Securities described in the Prospectus will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company, any Subsidiary incorporated in the United States of America or any of their respective properties known to such counsel, or the charter or by-laws of the Company, or any such Subsidiary; and the Company has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement and any applicable Terms Agreement; (v) The Registration Statement has become effective under the Securities Act and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the registration statement relating to the Securities, as of its effective date and the Prospectus, as of the date of the applicable Terms Agreement, and any amendment or supplement thereto, as of its date, complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; such counsel have no reason to believe that such registration statement, as of its effective date, or any amendment thereto, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of the date of the applicable Terms Agreement or as of such Commencement Date, or any amendment or supplement thereto, as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial and statistical data contained in the Registration Statement or the Prospectus; (vi) This Agreement has been duly authorized, executed and delivered by the Company; and (vii) Each document filed pursuant to the Exchange Act (other than the financial statements, schedules and other financial and statistical data included therein, as to which such counsel need express no opinion) and incorporated or deemed to be incorporated by reference in the Prospectus complied as to form in all material respects with the applicable requirements of the Exchange Act when so filed. Such counsel in rendering such opinion may rely as to certain matters of fact on certificates of officers of the Company and of public officials; provided, however, that such certificates shall have been obtained delivered to the -------- ------- Representatives on or made with no material adverse conditions being imposed;prior to the Commencement Date or Time of Delivery, as the case may be. (dc) no Person that is not On the Commencement Date and in the case of a party purchase of Securities by an Agent as principal pursuant to this a Terms Agreement (or an Affiliate thereof) otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel and Secretary of Case Corporation, shall have obtained a Court Order which makes furnished to the relevant Agent or Agents his written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that: (i) To the best of his knowledge, no consent, approval or authorization of any third party is required for the consummation of the transactions contemplated by this Agreement and any applicable Terms Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made and are in full force and effect and such as may be required under state securities laws; (ii) The execution, delivery and performance of the Indenture and the applicable Terms Agreement (including the provisions of this Agreement) and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (including, without limitation, any event or condition which, with notice or lapse of time, or both, would constitute a default under), any material agreement or instrument known to such counsel to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the properties of the Company or any Subsidiary is subject; (iii) Except as set forth in the Prospectus, there are no material pending legal proceedings known to such counsel to which the Company or any Subsidiary is a party or of which the property of the Company or any Subsidiary is the subject, and to the best knowledge of such counsel no such proceeding is contemplated; and (iv) Such counsel has no reason to believe that the registration statement relating to the Securities, as of its effective date, or any amendment thereto, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of the date of the Terms Agreement or as of the Commencement Date, or any amendment or supplement thereto, as of its date or as of the Commencement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial or statistical data contained in the Registration Statement or the Ancillary Agreements illegal Prospectus. Such counsel in rendering such opinion may rely as to certain matters of fact on certificates of officers of the Company and of public officials; provided, however, that such certificates shall have been delivered to the -------- ------- Agents on or otherwise prohibited;prior to the Commencement Date or Time of Delivery, as the case may be. (d) On the Commencement Date and in the case of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Agents, or other counsel for the Agents reasonably satisfactory to the Agents and the Company, shall have furnished to the relevant Agent or Agents such opinion or opinions, dated the Commencement Date or Time of Delivery, as the case may be, with respect to the validity of the Indenture, the Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as such Agent or Agents may reasonably request, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (e) there shall not have occurred any event, change or condition that, individually or On the Commencement Date and in the aggregatecase of a purchase of Securities by an Agent as principal pursuant to a Terms Agreement or otherwise, has had if called for by the applicable Terms Agreement or could reasonably be expected other agreement, at the corresponding Time of Delivery, the Company's independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and Prospectus, as then amended or supplemented, shall have furnished to have the relevant Agent or Agents a Material Adverse Effect;letter, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information relating to the Company contained in or incorporated by reference in the Registration Statement and the Prospectus, as then amended or supplemented. (f) On the Company shall have capital Commencement Date and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into in the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) case of a majority purchase of the shares of common stock of Buyer present in person or Securities by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, an Agent as applicable, shall have delivered the documents required to be delivered by them principal pursuant to Section 9.1(a)a Terms Agreement or otherwise, in form and content reasonably satisfactory to Buyer.if called for by the applicable

Conditions. The following obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, Company shall be satisfied or fulfilled on or prior to the Closing Datedate of each Closing, any of which may be waived unless otherwise agreed to in writing by Buyerthe Placement Agent: (a) The Company shall have delivered to the representations Placement Agent, at the Initial Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company is incorporated and warranties each other jurisdiction in Article III and Article IV shall be true and correct when made and at and which the Company is qualified to do business as a foreign corporation; (ii) the articles of incorporation (as amended) of the Closing Date Company, as if such representations currently in effect, certified by the Secretary of State of the state where the Company is incorporated; (iii) by-laws of the Company certified by the secretary of the Company; and warranties were made at such time (except that those representations iv) certified resolutions of the Board of Directors of the Company approving the execution and warranties which are made as delivery of a specific date shall be true this Agreement, the Investor Warrants and correct only as the Placement Agent Warrants, the issuance and sale of such date);the Shares, the issuance of Common Stock upon exercise of the Investor Warrants and Placement Agent Warrants and the registration of the Registrable Securities. (b) Seller, IHC and There shall have occurred no event which has a Material Adverse Effect on the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to any of its businesses, assets, prospects or at the Closing Date;Company's securities since the date of this Agreement. (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to permit enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement and or (ii) if adversely determined, would have a Material Adverse Effect on the Ancillary Agreements shall have been obtained Company or made with no material adverse conditions being imposed;the Company's securities. (d) no Person The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in paragraphs 9(a), (b) and (c) of this Agreement and to the further effect that (i) the Company is not in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, other agreement or other instrument to which it is a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes party, except as disclosed in the transactions contemplated by this Agreement Financial Statements or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall Memorandum and except where such default has not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to and will not have a Material Adverse Effect;; (ii) the Company's representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date, (iii) there has been no amendment or changes to the Company's articles of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Paragraph 9(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach of default thereof by the Company, or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations, financial condition or prospects of the Company. (fe) the Company The Placement Agent shall have capital and surplus received the opinion of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into Dennis Brovarone Attorney at Law, counsel for the Reinsurance Treaties Company, dated as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ date in form and substance reasonably satisfactory to each of Buyer the Placement Agent and Seller;its counsel. (if) The holders (other than IHC Company shall have prepared and its Affiliates) of filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a majority Form D relating to the sale of the shares Common Stock and such other documents and certificates as are required. (g) Subscriptions for at least the Minimum Amount of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Units shall have approved been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement; , this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Initial Closing if, in the Placement Agent's sole judgment, (ji) The the Company shall own directly all have sustained a loss that is material to the Company, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited either generally or specifically with respect to the Common Stock; (iii) material governmental restrictions have been imposed on trading in securities generally or specifically with respect to the Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the outstanding shares of capital stock of RAS and RAS United States or any state legislative body shall own directly all have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect on the business, financial condition or financial statements of the outstanding shares of capital stock of First Standard Associates Corp.Company or the market for the Common Stock; and (kvii) Sellerthe Common Stock shall have been delisted from the exchange on which it currently listed, IHC, or the Company and its Subsidiaries, as applicable, shall have delivered received notice from such exchange advising the documents required Company of its intention to be delivered by them pursuant have the Common Stock delisted from such exchange, whether conditional or otherwise, or the Company shall fail to Section 9.1(a)meet the requirements for continued listing on such exchange; or (viii) there shall have been, in form and content reasonably satisfactory the Placement Agent's judgment, a material decline in the Dow Jones Industrial Index or the market price of the Common Stock at a▇▇ ▇▇me subsequent to Buyerthe date of this Agreement.

Conditions. 10.1 The obligations Insured shall give written notice to the Company as soon as reasonably practicable of Buyer any claims made against the Insured (or any specific event or circumstances that may give rise to consummate a claim being made against the transactions provided for hereby Insured) and which forms the subject of indemnity under this policy and shall give all such additional information as the Company may require. Every claim, writ, summons or process and all documents relating to the event shall be forwarded to the Company immediately they are subjectreceived by the Insured. 10.2 No admission offer promise or payment shall be made or given by or on behalf of the Insured without the written consent of the Company. 10.3 The Company will have the right but in no case the obligation, to take over and conduct in the name of the insured the defence of any claims and will have full discretion in the conduct of any proceedings and in the settlement of any claim and having taken over the defence of any claim may relinquish the same. All amounts expended by the Company in the defence, settlement or payment of any claim will reduce the limits of indemnity specified in the Schedule of the Policy. In the event that the Company, in its sole discretion chooses to exercise its right pursuant to this condition, no action taken by the discretion company in the exercise of Buyersuch right will serve to modify or expand in any manner, the company's liability or obligations under this policy beyond what the company's liability or obligations would have been had it not exercised its rights under this condition. 10.4 The Insured shall give all such information and assistance as the Company may reasonably required. 10.5 The Insured shall give notice as soon as reasonably practicable of any fact, event or circumstance which materially changes the information supplied to the satisfaction of each of Company at the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct time when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC this policy was effected and the Company shall have performed may amend the terms of this policy. 10.6 The Company may at any time pay to the Insured in connection with any claim or series of claims under this policy to which an indemnity limit applies the amount of such limit (after deduction of any sums already paid) or any lesser amount for which such claims can be settled and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or upon such payment being made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital relinquish the conduct and surplus control of and be under no less than $21,300,000 under GAAP;further liability in connection with such claims. 10.7 The Policy and the Schedule shall be read together as one contract and any word or expression to which a specific meaning had been attached in any part of this policy or the Schedule shall bear such specific meaning wherever it may appear. The terms and exclusions of this policy (gand any phrase or word contained therein) First Standard shall have entered into be interpreted in accordance with the Reinsurance Treaties as described in Section 6.13;Indian Law. <<< 29 >>> (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered 10.8 If at the time of happening of any event resulting into a service agreement liability under this policy, there be any other liability insurance or agreements insurances effected by the Insured or by any other person covering the same liability, then the Company shall not be liable to pay or contribute more than its rateable proportion of such liability. 10.9 This Policy does not cover liability which at the time of happening of any event resulting into such liability, be insured by or would but for the existence of this policy, be insured by, any other policy (but not a liability policy) or policies, except in form respect of any excess beyond the amount which could have been payable under such policy/policies had this insurance not been effected. 10.10 The Company may cancel this Policy by giving thirty days' notice in writing of such cancellation to the Insured's last known address and substance reasonably satisfactory in such an event the company will return a pro-rata portion of the premium (subject to each a minimum retention of Buyer and Seller;25 per cent of the annual premium) for the unexpired part of the Insurance. This Policy may also be cancelled by the Insured by giving thirty days' notice in writing to the Company in which event the Company will retain premium at short period scale provided there is not claim under the Policy during the period of Insurance. In case of any claim under the policy, no refund of premium shall be allowed. (i) The holders (other than IHC and its Affiliates) 10.11 In the event of Liability arising under the Policy or the payment of a majority claim under this Policy, the limit of indemnity per any one year under the shares policy shall get reduced to the extent of common stock quantum of Buyer present liability to be paid or actual payment of such claim. Under not circumstance it shall be permissible to reinstate the aggregate limit of indemnity to the original level even on payment of extra premium. 10.12 It is also hereby further expressly agreed and declared that if the Company shall disclaim liability to the Insured for any claim hereunder and such claim shall not within 12 calendar months from the date of such disclaimer have been made the subject matter of suit in person or by proxy at a court of Law then the Buyer's Stockholders Meeting claim shall for all purposes be deemed to have approved the transactions contemplated by this Agreement;been abandoned and shall not thereafter be recoverable hereunder. (j) 10.13 The Company shall own directly all not be liable make any payment under this Policy in respect of any claim if such claim shall be in any manner fraudulent or supported by any statement or device whether by Insured or by any person on behalf of the outstanding shares Insured and/or if the insurance has been continued in consequence of capital stock any material mis-statement or the non-disclosure of RAS and RAS shall own directly all any material information by or on behalf of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyer.Insured. <<< 30 >>>

Conditions. The obligations Since it is the intent of Buyer the parties hereto that Agency, not Contractor, is to consummate have all rights in and to the transactions provided work created under this Agreement, Contractor agrees that any creative work performed by Contractor for Agency will be considered “work for Hire” within the meaning of Title 17 U.S.C. § 101 and Contractor hereby are subjectwarrants that such work will be original, will not infringe the rights of any third party and is the property of Agency. If for any reason the work does not qualify as a “work for hire” and/or if any statute shall provide or court shall rule that Contractor has any right in such work, Contractor hereby irrevocably assigns any such right to Agency and agrees to execute, without additional compensation, all documents required to evidence such assignment. Contractor is in the discretion business of Buyerproviding the services to be rendered hereunder and will be in complete control over the manner and means in which it performs. In rendering services to Agency, Contractor shall act as independent contractor and shall discharge all obligations imposed by any federal, state or local law, ordinance, regulation or order now or hereafter in force and pay all assessments, taxes, contributions and other payments required of independent contractors. Contractor shall save, indemnify and hold Agency harmless from any loss or liability including reasonable attorney’s fees resulting from any failure on Contractor’s part to comply with this Agreement or resulting from Contractor’s performance of services hereunder. Contractor understands and agrees that Agency assumes no responsibility for any medical expenses or other loss to person or property during or after the Contract Period. Contractor agrees to provide his or her own workers compensation insurance. During the term of this agreement, Contractor will not offer any advertising, direct, or promotional marketing services to any other advertising, sales promotion or direct marketing enterprise, or to any business that is in direct competition with ELEVATE MANAGEMENT’s current clients, without first obtaining written permission from ELEVATE MANAGEMENT. For a period of one year from the termination of this agreement for any reason, Contractor will not work for, contract with or in any way benefit either directly or indirectly from a client that was a client of ELEVATE MANAGEMENT at the time during the term of this agreement. Contractor shall in all things keep secret the affairs of Agency and its clients and shall not at any time hereafter, otherwise than in the course of his or its duties hereunder without the written consent of Agency, divulge, furnish or make known or accessible to anyone or use for the benefit of anyone (other than Agency and its client) any secret of Agency or any information of a confidential nature relating to the satisfaction clients of each of the following conditions, on Agency or prior to the Closing Datebusiness carried on by them. All records, any papers and documents kept or made by contractor relating to the business of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV Agency or its clients shall be true and correct when made remain the property of Agency or its clients. *Either Contractor or Agency may terminate this agreement at any time for any reason. This termination will not affect the parties’ surviving rights and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Personresponsibilities under this agreement, including without limitation those set forth on Schedule 3.7(bContractor’s indemnification obligation, Agency’s rights in and to the work created under this agreement, and Contractor’s duties of confidentiality. This agreement will terminate immediately if Contractor dies. Any dispute arising out of this agreement shall be adjudicated in Miami-Dade , with the prevailing party entitled to all costs of suit including reasonable attorney’s fees. The terms and conditions outlined in this agreement and any accompanying addendums constitute the entire agreement of the parties and supercede any and all preceding and contemporaneous agreements between Contractor and Agency. In order to accept your agreement with ELEVATE MANAGEMENT, Inc., a Florida corporation (the “Company”), you must sign and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to return this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this “Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a”), in form and content reasonably satisfactory to Buyer.

Conditions. The several obligations of Buyer the Selling Shareholders to consummate sell their respective Shares to the transactions provided Underwriters and the several obligations of the Underwriters to purchase and pay for hereby the Shares on the Closing Date are subjectsubject to the condition that the Prospectus, as amended or supplemented, in relation to the discretion Shares, shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period described for such filing by the rules and regulations under the Securities Act; as of Buyerthe Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect or shall be pending or, to the satisfaction of each knowledge of the Selling Shareholders or the Company, threatened by the Commission. The several obligations of the Underwriters are subject to the following further conditions, on or : (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (ei) there shall not have occurred any eventdowngrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or condition thatany of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, individually or any development involving a prospective change, in the condition, financial or otherwise, or in the aggregateearnings, has had business or could reasonably be expected operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to have a Material Adverse Effect;market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (fb) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have capital received on the Closing Date a certificate, dated the Closing Date and surplus signed by an authorized officer of no less than $21,300,000 under GAAP;each Selling Shareholder, to the effect that the representations and warranties of the such Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that such Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (gd) First Standard The Underwriters shall have entered into received on the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its AffiliatesClosing Date an opinion of Cravath, as applicableSwaine & M▇▇▇▇ LLP, shall have entered into a service agreement or agreements outside counsel for the Company, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (e) The Underwriters shall have received on the Closing Date an opinion of E. B▇▇▇▇ ▇▇▇▇, general counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (f) The Underwriters shall have received on the Closing Date an opinion dated the Closing Date, in form and substance reasonably acceptable to the Underwriters of each of (i) D▇▇▇▇ ▇. ▇▇▇▇▇▇, counsel for Fortress Registered Investment Trust, FRIT Holdings LLC, FRIT PINN LLC, FIT GSL LLC and Fortress Pinnacle Investment Fund LLC, (ii) U▇▇▇▇▇ ▇▇▇▇▇, counsel for GCP SPV 1, LLC, GCP SPV 2, LLC and G▇▇▇▇▇▇▇▇ Capital Partners, LLC and (iii) B▇▇▇ ▇▇▇▇, counsel for A▇▇▇▇▇ Capital Partners I, L.P., A▇▇▇▇▇ Capital Partners II, L.P. and Whitecrest Partners, L.P. (g) The Underwriters shall have received on the Closing Date an opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to each the Underwriters, from KPMG LLP and Ernst & Young LLP, independent public accountants, containing statements and information of Buyer the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and Seller;certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (i) The holders (“lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and each of J▇▇▇ ▇▇▇▇▇, B▇▇ ▇▇▇▇▇▇▇▇ and E. B▇▇▇▇ ▇▇▇▇ relating to sales and certain other than IHC and its Affiliates) dispositions of a majority of the shares of common stock of Buyer present in person Common Stock or by proxy at certain other securities, delivered to you on or before the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicabledate hereof, shall have delivered be in full force and effect on the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerClosing Date.

Conditions. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger. The obligations respective obligation of Buyer each party to consummate effect the transactions provided for hereby are subject, in the discretion of Buyer, Merger shall be subject to the satisfaction of each at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been adopted by the requisite vote of the holders of Company Stock, on if required by applicable law and the Certificate of Incorporation (provided that Parent shall comply with its obligations in respect of the voting of Shares set forth in Section 1.8(b)); (b) any waiting period applicable to the Merger under the HSR Act and other applicable antitrust or competition laws shall have expired or been terminated, as applicable; (c) no judgment, statute, rule, regulation, order, decree or injunction shall have been enacted, promulgated or issued by any Governmental Entity or court which prohibits or restrains the consummation of the Merger; and (d) Parent, the Purchaser or their affiliates shall have purchased shares of Company Stock pursuant to the Offer; provided that neither Parent nor the Purchaser may invoke this condition if Purchaser shall have failed to purchase shares of Company Stock so tendered and not withdrawn in violation of the terms of this Agreement or the Offer. Section 6.2 Conditions to the Obligations of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be further subject to the satisfaction at or prior to the Closing Date, any Effective Time of which may be waived by Buyerthe following conditions: (a) the representations and warranties in Article III of Parent and Article IV the Purchaser shall be true and correct when accurate in all material respects as of the Effective Time as if made and at and as of the Closing Date as if such representations and warranties were made at such time (except that for those representations and warranties which are made that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period); and (b) each of Parent and the Purchaser shall have performed in all material respects all of the respective obligations hereunder required to be performed by Parent or the Purchaser, as the case may be, at or prior to the Effective Time. Section 6.3 Conditions to the Obligations of Parent and the Purchaser to Effect the Merger. The obligations of Parent and the Purchaser to effect the Merger shall be further subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations and warranties of the Company shall be true and correct accurate in all material respects as of the Effective Time as if made at and as of such time (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such datedate or with respect to such period);; and (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants of the respective obligations hereunder required hereby to be performed by the Company, at or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerEffective Time.

Conditions. 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of Buyer Company, Purchaser and Merger Sub to consummate the transactions provided for hereby are subject, in the discretion of Buyer, Merger shall be subject to the satisfaction of each of the following conditions, on fulfillment at or prior to the Closing DateEffective Time, of the following conditions (any of which may be waived waived, to the extent permitted by Buyerlaw, in writing, in whole or in part, by Company or Purchaser): (a) This Agreement and the Merger contemplated hereby shall have been approved and adopted by the requisite affirmative vote of Stockholders of Company in accordance with the DGCL and Company's Certificate of Incorporation; (b) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, "Restraints") will be in effect (i) preventing the consummation of the Merger; or (ii) that otherwise is reasonably likely to have a Material Adverse Effect following consummation of the Merger; provided, however, that each of Company and Purchaser will have used commercially reasonable efforts to prevent the entry of any such Restraints and to appeal as promptly as possible any such Restraints that may be entered. 7.2 Conditions to the Obligations of Purchaser and Merger Sub. The obligations of Purchaser to consummate the Merger are subject to the satisfaction or waiver by Purchaser or Merger Sub (where permissible) of the following additional conditions: (a) Each of the representations and warranties of Company contained in Article III and Article IV this Agreement shall be true and correct when in all material respects as of the Effective Time, as though made and at and as of the Closing Date as if such representations and warranties were made at such time (Effective Time, except that those representations and warranties which are made that address matters only as of a specific particular date shall remain true and correct as of such date, and Purchaser shall have received a certificate of the Chief Executive Officer or Chief Financial Officer of Company to that effect. With respect to representations and warranties that cease to be true and correct only due to actions taken by Company as of permitted by Section 6.1 or otherwise consented to by Purchaser, Company shall be entitled to attach to such date);officer's certificate updated Schedules reflecting such changes. (b) Seller, IHC and the Company shall have performed and satisfied or complied in all material respects with all agreements and covenants required hereby by this Agreement to be performed or satisfied complied with by them on or prior to the Effective Time, and Purchaser shall have received a certificate of the Chief Executive Officer or at the Closing Date;Chief Financial Officer of Company to that effect. (c) all Consents from any PersonSince December 31, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements 2003 there shall not have been obtained or made with no material adverse conditions being imposed;any event which constitutes a Material Adverse Effect. (d) no Person that is not a party to this Agreement (or an Affiliate thereof) Purchaser shall have obtained received a Court Order which makes written opinion of ▇▇▇▇▇▇ Godward LLP, counsel for Company, dated as of the transactions contemplated by this Agreement or Closing Date addressed to Purchaser in the Ancillary Agreements illegal or otherwise prohibited;form attached as Exhibit A-1 (e) there Purchaser shall not have occurred any eventreceived a written opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, change or condition thatcounsel for Company, individually or dated as of the Closing Date addressed to Purchaser in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect;form attached as Exhibit A-2. (f) the Company Purchaser shall have capital received employment agreements, in the forms of Exhibits ▇-▇, ▇-▇ and surplus B-3 attached, executed by each ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as of no less than $21,300,000 under GAAP;the date hereof, which agreements shall become effective at the Effective Time. (g) First Standard Purchaser shall have entered into received general releases, the Reinsurance Treaties as described in Section 6.13;form of Exhibit C attached, executed by each officer or director of Company and Company Subsidiaries. (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, Purchaser shall have entered into a service agreement or agreements received non-competition agreements, in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ and substance reasonably satisfactory to D-4 attached, executed by each of Buyer the Principal Stockholders and Seller;▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (i) The holders of not more than five percent (other than IHC and its Affiliates5%) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Company Common Stock shall have approved exercised appraisal rights under the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerDGCL.

Conditions. The following obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, to the satisfaction of each of the following conditions, Company shall be satisfied or fulfilled on or prior to the Closing Datedate of the Closing, any of which may be waived unless otherwise agreed to in writing by Buyerthe Placement Agent: (a) The Company shall have delivered to the representations Placement Agent, at the Closing, (i) a currently-dated long-form good standing certificate or telegram from the Secretary of State where the Company is incorporated and warranties each other jurisdiction in Article III and Article IV shall be true and correct when made and at and which the Company is qualified to do business as a foreign corporation; (ii) the articles of incorporation of the Closing Date Company, as if such representations currently in effect, certified by the Secretary of State of the state where the Company is incorporated; (iii) by- laws of the Company certified by the secretary of the Company; and warranties were made at such time (except that those representations iv) certified resolutions of the Board of Directors of the Company approving this Agreement and warranties which are made as the sale of a specific date shall be true and correct only as of such date);the Debentures. (b) Seller, IHC and There shall have occurred no event which had a Material Adverse Effect on the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to any of its businesses, assets, prospects or at the Closing Date;Company's securities since the date of this Agreement. (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary No litigation or administrative proceeding shall have been threatened or commenced against the Company which (i) seeks to permit enjoin or otherwise prohibit or restrict the consummation of the transactions contemplated by this Agreement and or (ii) if adversely determined, would have a Material Adverse Effect on the Ancillary Agreements shall have been obtained Company or made with no material adverse conditions being imposed;the Company's securities. (d) no Person The Company shall have delivered to the Placement Agent a certificate of its principal executive and financial officers as to the matters set forth in Sections 7(a), (b) and (c) of this Agreement and to the further effect that (i) the Company is not in default, in any respect, under any note, loan agreement, security agreement, mortgage, deed of trust, indenture, contract, alliance agreement, lease, license, joint venture agreement, agreement or other instrument to which it is a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall party, except where such default has not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to and will not have a Material Adverse Effect;; (ii) the Company's representations and warranties contained in this Agreement are true and correct in all respects on such date with the same force and effect as if made on such date; (iii) there has been no amendment or changes to the Company's articles of incorporation or by-laws or authorizing resolutions from those delivered pursuant to Section 7(a) of this Agreement; and (iv) no event has occurred which, with or without the lapse of time or giving of notice, or both, would constitute a breach or default thereof by the Company or would cause acceleration of any obligation of the Company, or could adversely affect the business, operations, financial condition or prospects of the Company. (fe) the Company The Placement Agent shall have capital and surplus received the opinion of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into Rutan & Tucker, LLP, counse▇ ▇▇▇ th▇ ▇▇▇▇any, dated as of the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements Closing date in form and substance reasonably satisfactory to each of Buyer the Placement Agent and Seller;its counsel. (if) The holders (other than IHC Company shall have prepared and its Affiliates) of filed or delivered to counsel for filing with the SEC and any states in which such filing is required, a majority Form D relating to the sale of the shares of common stock of Buyer present in person or by proxy at Debentures and such other documents and certificates as are required. (g) Subscriptions for the Buyer's Stockholders Meeting Debentures shall have approved been accepted by the Company. (h) In addition to the right of the Placement Agent to terminate this Agreement and not consummate the transactions contemplated by this Agreement as a result of the failure of the Company to comply with any of its obligations set forth in this Agreement; , this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to the Closing if, in the Placement Agent's sole judgment, (ji) The the Company shall own directly all have sustained a loss that is material to the Company, taken as a whole, whether or not insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order or decree; (ii) trading in securities on any exchange or system shall have been suspended or limited, either generally or specifically, with respect to the Company's Common Stock; (iii) material governmental restrictions have been imposed on trading in securities, generally or specifically, with respect to the Company's Common Stock (not in force and effect on the date of this Agreement); (iv) a banking moratorium shall have been declared by Federal or New York State authorities; (v) an outbreak of major international hostilities or other national or international calamity shall have occurred; (vi) the Congress of the outstanding shares of capital stock of RAS and RAS United States or any state legislative body shall own directly all have passed or taken any action or measure, or such bodies or any governmental body or any authoritative accounting institute, or board, or any governmental executive shall have adopted any orders, rules or regulations, which the Placement Agent reasonably believes is likely to have a Material Adverse Effect on the business, financial condition or financial statements of the outstanding shares of capital stock of First Standard Associates Corp.Company or the market for the Common Stock; and (kvii) Seller, IHC, the Common Stock shall have been delisted from NASDAQ or the Company and its Subsidiaries, as applicable, shall have delivered received notice from NASDAQ advising the documents required Company of its intention to be delivered by them pursuant have the Common Stock delisted from NASDAQ, whether conditional or otherwise, or the Company shall fail to Section 9.1(a)meet the requirements for continued listing on NASDAQ; or (viii) there shall have been, in form and content reasonably satisfactory the Placement Agent's judgment, a material decline in the Dow Jones Industrial Index or t▇▇ ▇▇rket price of the Common Stock at any time subsequent to Buyerthe date of this Agreement.

Conditions. The (a) Conditions Precedent to the Participations in the Aircraft. It is agreed that the respective obligations of Buyer the Participants to consummate the transactions provided for hereby are subject, participate in the discretion payments of Buyer, Lessor's Cost are subject to the satisfaction of each prior to or on the Delivery Date of the following conditionsconditions precedent, on or prior except that paragraphs (iii), (xx), (xxiv) (insofar as it relates to the Closing DateOriginal Loan Participant), any of which may (xxv) and (xxvi) shall not be waived by Buyer: (a) a condition precedent to the representations and warranties in Article III and Article IV shall be true and correct when made and at and as obligation of the Closing Date as if such representations Original Loan Participant, and warranties were made at such time paragraphs (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(biv), (x) (insofar as it relates to the Owner Participant), (xiv), (xix)(a) and all filings, registrations and notifications necessary (xxvii) shall not be a condition precedent to permit the consummation obligation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller;Owner Participant: (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Participants shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required received due notice with respect to be delivered by them such participation pursuant to Section 9.1(a2 hereof (or shall have waived such notice either in writing or as provided in Section 2). (ii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory or judicial authorities which, in form the opinion of the Owner Participant or the Original Loan Participant, as the case may be, would make it a violation of law or regulations for (x) Lessee, the Indenture Trustee, any Participant or the Owner Trustee to execute, deliver and content reasonably satisfactory perform the Operative Documents to Buyerwhich any of them is a party or (y) the Original Loan Participant or the Owner Participant to make its respective Commitment available or, in the case of the Original Loan Participant, to acquire the Certificates or to realize the benefits of the security afforded by the Trust Indenture. (iii) In the case of the Owner Participant, the Original Loan Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 1 hereof. (iv) In the case of the Original Loan Participant, the Owner Participant shall have made available the amount of its Commitment for the Aircraft in accordance with Section 1 hereof.

Conditions. The obligations of Buyer the Vendor and Wave Wireless under this Agreement are subject to consummate the transactions provided following conditions for hereby are subject, the exclusive benefit of the Vendor and Wave Wireless being: (i) fulfilled in all material respects in the discretion of Buyer, to the satisfaction of each reasonable opinion of the following conditionsVendor at the Time of Closing; or (ii)where such conditions are not so fulfilled, on or prior to the Closing Date, any of which may be (A) waived by Buyerthe Vendor at or before the Time of Closing; or (B) if agreed by the Vendor, Wave Wireless and the Purchaser, indemnified for by the Purchaser: (a) the representations and warranties of the Purchaser contained in Article III and Article IV shall the Agreement will be true and correct when made and at on and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (b) the Purchaser will have complied with all terms, covenants and agreements in this Agreement agreed to be performed or caused to be performed by it on or before the Closing Date; and (c) all Consents from no action or proceeding against the Purchaser will be pending or threatened by any Personperson, including without limitation those set forth on Schedule 3.7(b)company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the purchase and all filings, registrations and notifications necessary to permit the consummation sale of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions Shares contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited;right of the Purchaser to own the Shares; or (eii) there shall not have occurred any event, change or condition that, individually or the right of the Acquired Companies to conduct their operations and carry on the Business in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) ordinary course as the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer Business and its Affiliates and Seller and its Affiliates, as applicable, shall operations have entered into a service agreement or agreements been carried on in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.past; and (kd) Seller, IHCthe Purchaser will tender to the Vendor a Purchaser’s Closing Certificate substantially in the form of Schedule 2 signed by an officer of the Purchaser certifying the truth and correctness at the Closing Date of the representations and warranties of the Purchaser contained in Article 5, the Company performance of all covenants and its Subsidiariesagreements of the Purchaser, and that the condition described in subsection 9.1(c) does not exist as applicable, shall have delivered at the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerClosing Date.

Conditions. (A) The obligations Placing is conditional upon the fulfillment of Buyer the following conditions: (i) the passing of the necessary resolutions at the SGM to consummate approve the transactions provided Capital Reorganisation and the Capital Reorganisation having become effective; (ii) the passing of the necessary resolutions at the SGM to approve the Rights Issue; (iii) the Listing Committee granting the approval for hereby are subjectthe listing of, in and the discretion of Buyerpermission to deal in, the Rights Shares; (iv) all necessary consents and approvals to be obtained on the satisfaction part of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC Placing Agent and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation respect of the transactions contemplated by this Agreement and the Ancillary Agreements shall have transactions contemplated hereunder having been obtained or made with no material adverse conditions being imposedobtained; (dv) no Person that is the obligations of the Placing Agent hereunder not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes being terminated in accordance with the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibitedterms hereof, including provisions regarding force majeure events; (evi) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected posting of copies of the Prospectus Documents to have a Material Adverse Effect;the Qualifying Shareholders and the posting of the Prospectus (stamped “For Information Only”) to the Non-Qualifying Shareholders for information purpose only; and (fvii) a validation order having been granted by the High Court of Hong Kong (the “Court”) for the issuance of the Rights Shares and the Capital Reduction or the petition for the winding-up of the Company shall have capital and surplus of no less than $21,300,000 under GAAP;having been withdrawn by the Petitioner or dismissed by the Court. (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (jB) The Company shall own directly all use its reasonable endeavours to procure the fulfillment of the outstanding shares of capital stock of RAS conditions referred to in Clause 3(A)(iii), (vi) and RAS (vii). The parties shall own directly all use their respective reasonable endeavours to procure the fulfillment of the outstanding shares conditions referred to in Clause 3(A)(iv). In the event any of capital stock the conditions referred to in Clause 3(A) is not fulfilled on or before the Latest Time for Termination (or such later date as may be agreed between the parties hereto in writing), all rights, obligations and liabilities of First Standard Associates Corp.; and (k) Seller, IHC, the Company parties hereto shall cease and its Subsidiaries, as applicable, terminate forthwith and neither of the parties shall have delivered any claim against the documents required other, save for any antecedent breach under this Agreement prior to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyersuch termination.

Conditions. 7.1 Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of Buyer each party to consummate effect the transactions provided for hereby are subject, in the discretion of Buyer, Mergers shall be subject to the satisfaction of each fulfillment at or prior to the Effective Date of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) No preliminary or permanent injunction or other order by any Federal or state court or by any governmental or regulatory body in the representations and warranties in Article III and Article IV shall be true and correct when made and at and as United States which prevents the consummation of the Closing Date as if Mergers or the transactions contemplated hereby shall have been issued and remain in effect (each party agreeing to use its best efforts to have any such representations injunction lifted and warranties were made at to seek to avoid any such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such dateinjunction);. (b) SellerNo statute, IHC and the Company rule or regulation shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed been enacted by the government (or satisfied by them prior to any governmental body or at agency) of the Closing Date;United States or any state thereof that prevents the consummation of the Mergers or the transactions contemplated hereby. (c) all Consents from No action or proceeding before any Person, including without limitation those set forth on Schedule 3.7(bcourt or any governmental or regulatory authority and no investigation by any governmental or regulatory authority shall have been commenced (and be pending), and all filingsagainst the Companies, registrations and notifications necessary SFX, the SFX Subs or any of their respective affiliates, associates, officers or directors seeking to permit the consummation of prevent or materially delay the transactions contemplated by hereby or challenging any of the terms or provisions of this Agreement or seeking material damages in connection therewith; provided, however, that in the case of an action or proceeding brought by a person other than a governmental or regulatory authority, the condition set forth in this paragraph (d) shall be deemed to have been satisfied with respect to such action or proceeding of SFX, the SFX Subs and the Ancillary Agreements Companies shall have been obtained or made provided with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus opinion of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably counsel satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of them to the shares of common stock of Buyer present effect that it is reasonably probable that the relief sought in person such action or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to proceeding will not be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyergranted.

Conditions. (a) The obligations obligation of Buyer the Bank to consummate make the transactions provided for hereby are subject, in the discretion initial Loan under subsection (a) of Buyer, Section 3 shall be subject to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyerconditions precedent: (ai) the All representations and warranties of the Company contained in Article III and Article IV Section 2 or of any of the Initial Guarantors contained in any of the Collateral Documents shall be true and correct when made and at on and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as date of a specific date shall be true and correct only as the making of such Loan, with the same effect as though made on such date); (b) Seller, IHC and except as the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to same may be performed or satisfied changed by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement;, and any consents, licenses, approvals or authorizations required by subsection (j) of Section 2 to have been obtained on or before such date shall have been duly and timely obtained, and the Bank shall have received a certificate of a duly authorized officer, director or attorney-in-fact of the Company to such effect. (jii) The Company shall own directly have performed all agreements required to be performed thereby on or before the date of the outstanding shares making of capital stock such Loan under this Agreement and under the documents contemplated herein to which it is or is to be a party; and no Event of RAS Default or event which, with the giving of notice or lapse of time, or both, would become an Event of Default shall have occurred and RAS be continuing or will have occurred immediately upon or after the making of such Loan, and the Bank shall own directly all have received a certificate of a duly authorized officer, director or attorney-in-fact of each of the outstanding shares of capital stock of First Standard Associates Corp.; andCompany to such effect. (kiii) SellerThe CLIPPER ATLANTIC (A) shall be owned by Conifer free and clear of all liens, IHCcharges or other encumbrances except for (1) the CLIPPER ATLANTIC Mortgage, (2) liens for crew's wages remaining unpaid in accordance with reasonable commercial practices, (3) liens for the costs of fuel, supplies and other services furnished thereto in the ordinary course of business (none of the suppliers thereof having evidenced an intention to enforce any such liens), (4) liens for repairs and tort claims fully covered by insurance as to which coverage has been acknowledged by the applicable insurer and (5) liens for repairs and tort claims not fully covered by such insurance, in the aggregate not to exceed $200,000, and the Bank shall have received a certificate of a duly authorized officer, director or attorney-in-fact of Conifer to such effect, (B) shall be duly registered in the name of Conifer under the laws of the Republic of Cyprus, (C) shall be duly covered by insurance in compliance with the terms of the CLIPPER ATLANTIC Mortgage, and the Bank shall have received evidence of such coverage satisfactory to it, including a report or reports in reasonable detail by independent marine insurance brokers (who may be marine insurance brokers regularly employed by Conifer) with respect to the insurances maintained with respect to the CLIPPER ATLANTIC and its operation and the Bank shall be satisfied with such report or reports, and (D) shall have the highest classification and rating of an Approved Classification Society for vessels of the same age and type, as evidenced by a certificate of such classification society as to such classification and rating being in full force and effect without any outstanding recommendations or requirements other than those consented to, in writing, by the Bank. (iv) The CLIPPER GOLDEN HIND (A) shall be owned by Ivy free and clear of all liens, charges or other encumbrances except for (1) the CLIPPER GOLDEN HIND Mortgage, (2) liens for crew's wages remaining unpaid in accordance with reasonable commercial practices, (3) liens for the costs of fuel, supplies and other services furnished thereto in the ordinary course of business (none of the suppliers thereof having evidenced an intention to enforce any such liens), (4) liens for repairs and tort claims fully covered by insurance as to which coverage has been acknowledged by the applicable insurer and (5) liens for repairs and tort claims not fully covered by such insurance, in the aggregate not to exceed $200,000, and the Bank shall have received a certificate of a duly authorized officer or attorney-in-fact of Ivy to such effect, (B) shall be duly registered in the name of Ivy under the laws of the Republic of Liberia, (C) shall be duly covered by insurance in compliance with the terms of the CLIPPER GOLDEN HIND Mortgage, and the Bank shall have received evidence of such coverage satisfactory to it, including a report or reports in reasonable detail by independent marine insurance brokers (who may be marine insurance brokers regularly employed by Ivy) with respect to the insurances maintained with respect to the CLIPPER GOLDEN HIND and its operation and the Bank shall be satisfied with such report or reports, and (D) shall have the highest classification and rating of an Approved Classification Society for vessels of the same age and type, as evidenced by a certificate of such classification society as to such classification and rating being in full force and effect without any outstanding recommendations or requirements other than those consented to, in writing, by the Bank. (v) The CLIPPER HARMONY (A) shall be owned by Rapid free and clear of all liens, charges or other encumbrances except for (1) the CLIPPER HARMONY Mortgage, (2) liens for crew's wages remaining unpaid in accordance with reasonable commercial practices, (3) liens for the costs of fuel, supplies and other services furnished thereto in the ordinary course of business (none of the suppliers thereof having evidenced an intention to enforce any such lien), (4) liens for repairs and tort claims fully covered by insurance as to which coverage has been acknowledged by the applicable insurer and (5) liens for repairs and tort claims not fully covered by such insurance, in the aggregate not to exceed $200,000, and the Bank shall have received a certificate of a duly authorized officer or attorney-in-fact of Rapid to such effect, (B) shall be duly registered in the name of Rapid under the laws of the Republic of Panama, (C) shall be duly covered by insurance in compliance with the terms of the CLIPPER HARMONY Mortgage, and the Bank shall have received evidence of such coverage satisfactory to it, including a report or reports in reasonable detail by independent marine insurance brokers (who may be marine insurance brokers regularly employed by Rapid) with respect to the insurances maintained with respect to the CLIPPER HARMONY and its operation, and the Bank shall be satisfied with such report or reports, and (D) shall have the highest classification and rating of an Approved Classification Society for vessels of the same age and type, as evidenced by a certificate of such classification society as to such classification and rating being in full force and effect without any outstanding recommendations or requirements other than those consented to, in writing, by the Bank. (vi) The CLIPPER PACIFIC (A) shall be owned by Topscale free and clear of all liens, charges or other encumbrances except (1) the CLIPPER PACIFIC Mortgage, (2) liens for crew's wages remaining unpaid in accordance with reasonable commercial practices, (3) liens for the costs of fuel, supplies and other services furnished thereto in the ordinary course of business (none of the suppliers thereof having evidenced an intention to enforce any such lien), (4) liens for repairs and tort claims fully covered by insurance as to which coverage has been acknowledged by the applicable insurer and (5) liens for repairs and tort claims not fully covered by such insurance, in the aggregate not to exceed $200,000, and the Bank shall have received a certificate of a duly authorized officer, director or attorney-in-fact of Topscale to such effect, (B) shall be duly registered in the name of Topscale under the laws of the Republic of Cyprus, (C) shall be duly covered by insurance in compliance with the terms of the CLIPPER PACIFIC Mortgage, and the Bank shall have received evidence of such coverage satisfactory to it, including a report or reports in reasonable detail by independent marine insurance brokers (who may be marine insurance brokers regularly employed by Topscale) with respect to the insurances maintained with respect to the CLIPPER PACIFIC and its operation, and the Bank shall be satisfied with such report or reports, and (D) shall have the highest classification and rating of an Approved Classification Society for vessels of the same age and type, as evidenced by a certificate of such classification society as to such classification and rating being in full force and effect without any outstanding recommendations or requirements other than those consented to, in writing, by the Bank. (vii) The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (A) shall be owned by Oakmont free and clear of any liens, charges or other encumbrances except for (1) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage, (2) liens for crew's wages remaining unpaid in accordance with reasonable commercial practices, (3) liens for the costs of fuel, supplies and other services furnished thereto in the ordinary course of business (none of the suppliers thereof having evidenced an intention to enforce any such lien), (4) liens for repairs and tort claims fully covered by insurance as to which coverage has been acknowledged by the applicable insurer and (5) liens for repairs and tort claims not so fully covered by such insurance, in the aggregate not to exceed $200,000, and the Bank shall have received a certificate of a duly authorized officer or attorney-in-fact of Oakmont to such effect, (B) shall be duly registered in the name of Oakmont under the laws of the Republic of Panama, (C) shall be duly covered by insurance in compliance with the terms of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage and the Bank shall have received evidence of such coverage satisfactory to it, including a report or reports in reasonable detail by independent marine insurance brokers (who may be marine insurance brokers regularly employed by Oakmont) with respect to the insurances maintained with respect to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its operation, and the Bank shall be satisfied with such report or reports, and (D) shall have the highest classification and rating of an Approved Classification Society for vessels of the same age and type, as certified by a certificate of such classification society as to such classification and rating being in full force and effect without any outstanding recommendations or requirements other than those consented to, in writing, by the Bank. (viii) Each of the CLIPPER ATLANTIC Mortgage and the CLIPPER PACIFIC Mortgage shall have been duly executed, delivered and recorded and arrangements satisfactory to the Bank shall have been made with special Cypriot counsel referred to in subparagraph (xvii) of this subsection (a) of this Section 5 for the filing within 42 days of the execution thereof with the Registrar of Companies in Nicosia, Cyprus of a certified copy of each of the CLIPPER ATLANTIC Mortgage and the CLIPPER PACIFIC Mortgage, and all other actions required to be taken shall have been taken so as to constitute each of the CLIPPER ATLANTIC Mortgage and the CLIPPER PACIFIC Mortgage a statutory first mortgage lien on the CLIPPER ATLANTIC or the CLIPPER PACIFIC, as the case may be, under the laws of the Republic of Cyprus and so that each of such mortgages shall qualify as a preferred mortgage under Chapter 313 of Title 46 of the United States Code (46 U.S.C. ss.31301 ET SEQ.). (ix) Each of the CLIPPER HARMONY Mortgage and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage shall have been duly executed, delivered and provisionally recorded and arrangements satisfactory to the Bank shall have been made with special Panamanian counsel referred to in subparagraph (xvii) of this subsection (a) of this Section 5 for the permanent recordation thereof with the appropriate Panamanian authorities and all other actions required to be taken shall have been taken so as to constitute each of such mortgages a first naval mortgage lien on the CLIPPER HARMONY or the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as the case may be, under the laws of the Republic of Panama and so that each of such mortgages shall qualify as a preferred mortgage under Chapter 313 of Title 46 of the United States Code (46 U.S.C. ss.31301 ET SEQ.). (x) The CLIPPER GOLDEN HIND Mortgage shall have been duly executed, delivered and recorded and all other actions required to be taken shall have been taken so as to constitute the CLIPPER GOLDEN HIND Mortgage a first preferred mortgage lien on the CLIPPER GOLDEN HIND under the laws of the Republic of Liberia and so that the CLIPPER GOLDEN HIND Mortgage shall qualify as a preferred mortgage under Chapter 313 of Title 46 of the United States Code (46 U.S.C.ss.31301 ET SEQ.). (xi) Each of this Agreement, the Note, the Collateral Agency and Intercreditor Agreement, the Initial Guaranty, the CLIPPER ATLANTIC Insurances Assignment, the CLIPPER GOLDEN HIND Insurances Assignment, the CLIPPER HARMONY Insurances Assignment, the CLIPPER PACIFIC Insurances Assignment and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Insurances Assignment shall have been duly executed and delivered and shall be in full force and effect and arrangements satisfactory to the Bank shall have been made with special Cypriot counsel referred to in subparagraph (xvii) of this subsection (a) of this Section 5 for the filing within 42 days of execution thereof with the Registrar of Companies in Nicosia, Cyprus of a certified copy of the CLIPPER ATLANTIC Insurances Assignment and the CLIPPER PACIFIC Insurances Assignment. (xii) The Bank shall have received evidence satisfactory to it that $100,000,000 of Senior Secured Notes have been issued under terms and conditions satisfactory to the Bank in all respects. (xiii) The Bank shall have received payment in full of the fees and expenses due to the Bank on or prior to the date thereof, including, without limitation, the financing fee due under Section 3(g). (xiv) No material adverse change shall have occurred and be continuing in the business, operations or financial condition of the Company or any of the Initial Guarantors since the date of the last financial statements of the Company and its Subsidiariessubsidiaries heretofore delivered to the Bank which in the reasonable opinion of the Bank, as applicableif not remedied, would prevent or materially impair the ability of the Company or any of the Initial Guarantors to comply with any of their respective material obligations under this Agreement, under the Note or under any of the Collateral Documents. (xv) The Bank shall have delivered received (A) a Drawdown Notice, (B) certified copies of all corporate action taken by the Company and by each of the Initial Guarantors to authorize the transactions herein contemplated and (C) such other documents required as the Bank shall reasonably request, and all instruments and proceedings incident to the making of such Loan shall be delivered by them pursuant to Section 9.1(a), satisfactory in form and content reasonably substance to the Bank. (xvi) All corporate proceedings and all other legal matters (including the form and sufficiency of documents) incident to the making of such Loan shall have been found satisfactory to Buyerby Messrs. ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Bank. (xvii) The Bank shall have received from Messrs. Thacher, ▇▇▇▇▇▇▇ & ▇▇▇▇, counsel for the Company and the Initial Guarantors, from Messrs. ▇▇▇▇▇▇ and Calder, special Cayman Islands Counsel, from

Conditions. The obligations of Buyer to consummate the transactions provided for hereby Each Commitment Party’s commitments and agreements hereunder are subject, in the discretion of Buyer, subject to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer:conditions set forth in this Section 4. Each Commitment Party’s commitments and agreements hereunder are further subject to (a) the representations Commitment Parties’ satisfaction with the approval by the Bankruptcy Court of (i) the Exit Facility and warranties all definitive documentation in Article III connection therewith consistent with the Exit Facility Term Sheet and Article IV shall in form and substance satisfactory to each of the Commitment Parties and (ii) all actions to be true and correct when taken, undertakings to be made and at obligations to be incurred by the Company in connection with the Exit Facility and as all liens and other security to be granted by the Company in connection with the Exit Facility (all such approvals to be evidenced by the entry of an order by the Bankruptcy Court which is in full force and effect and has not been stayed or modified and is satisfactory in form and substance to the Commitment Parties in their sole discretion, which order shall, among other things, approve the payment by the Company of all of the Closing Date as if such representations fees and warranties were made at such time (except expenses and Put Option Premium that those representations are provided for in, and warranties which are made as of a specific date shall be true and correct only as of such datethe other terms of, this Commitment Letter); (b) Sellerthere has not been (i) any fact, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change change, effect, development, circumstance or condition occurrence that, individually or in the aggregatetogether with any other fact, event, change, effect, development, circumstance or occurrence, has had or could would reasonably be expected to have a Material Adverse Effectmaterial and adverse effect on (a) the business, assets, liabilities, finances, properties, results of operations or condition (financial or otherwise) of the Company taken as a whole, or (b) the ability of the Company taken as a whole to perform its obligations under, or to consummate the transactions contemplated by, the RSA and the Plan, in each case, except to the extent any fact, event, change, effect, development, circumstance or occurrence results from (i) any change after the date hereof in global, national or regional political conditions (including acts of terrorism or war) or in the general business, market, financial and economic conditions affecting the industries, regions and markets in which the Company operates, (ii) any changes after the date hereof in applicable law or U.S. GAAP, or in the interpretation or enforcement thereof, (iii) the execution, announcement or performance of this Commitment Letter or the transactions contemplated hereby; or (iv) the fact of the filing of the Chapter 11 Cases; provided, however, that the exceptions set forth in clauses (i) and (ii) shall not apply to the extent any fact, event, change, effect, development, circumstance or occurrence is disproportionately adverse to the Company taken as a whole as compared to other companies in the industries in which the Company operates; (c) your compliance in all material respects with your obligation to supplement Information and Projections as set forth in Section 2 hereof; (d) your compliance in all material respects with the terms of this Commitment Letter; (e) execution and delivery of definitive documentation evidencing the Exit Facility, which shall be consistent with the Term Sheet and the Plan and otherwise in form and substance acceptable in all respects to the Company and the Commitment Parties, (f) the Company Other Combined Prepetition Second Lien Noteholders shall have capital been provided the opportunity to subscribe for a portion of the Commitments under the First Lien Exit Facility pursuant to procedures acceptable in all respects to the Commitment Parties and surplus the Company (“Subscription Procedures”) (it being understood that the Commitments hereunder are not conditioned upon any Other Combined Prepetition Second Lien Noteholder’s actual subscription for any of no less than $21,300,000 the commitments under GAAPthe Exit Facility); (g) First Standard the transactions contemplated by this Commitment Letter, the Exit Facility Term Sheet and the Plan shall have entered into been consummated in accordance with applicable laws, rules and regulations in a manner reasonably acceptable to the Reinsurance Treaties as described in Section 6.13Commitment Parties and the Company; (h) Buyer all fees and its Affiliates reasonable and Seller documented out-of-pocket costs, fees, expenses (including, without limitation, legal and its Affiliates, as applicable, financial advisory fees and expenses) and other compensation payable to the Agent and the Commitment Parties pursuant to this Commitment Letter or otherwise payable pursuant to the other Exit Facility Documents or RSA shall have entered into a service agreement been paid to the extent due; (i) the Agent shall have received (u) customary legal opinion(s) with respect to the Borrower and the Guarantors (as such parties are designated in the Exit Facility Term Sheet, the “Loan Parties”) and the Exit Facility Documents from counsel of the Loan Parties (or agreements counsel to the Agent, to the extent customary in non-U.S. jurisdictions) in form and substance reasonably satisfactory to each the Commitment Parties, (v) evidence of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority authorization of the shares of common stock of Buyer present Loan Parties to execute, deliver and perform their respective obligations under the Exit Facility Documents, (w) customary officer’s and secretary’s certificates, (x) customary corporate documents, (y) good standing certificates (to the extent applicable) and (z) a solvency certificate from the Company’s chief financial officer or treasurer in person or by proxy at form and substance reasonably satisfactory to the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this AgreementCommitment Parties; (j) The Company all documents and instruments required to create and perfect the Agent’s security interest in the collateral (as described in the Exit Facility Term Sheet) (free and clear of all liens, subject to customary and limited exceptions to be agreed upon) shall own directly all have been executed (if applicable) and delivered and, if applicable, be in proper form for filing and execution of guarantees in form and substance reasonably satisfactory to the outstanding shares of capital stock of RAS Commitment Parties by the Guarantors (as designated in the Term Sheet), which shall be in full force and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; andeffect, (k) Seller, IHC, absence of defaults or events of default under the Company Exit Facility Documents; (l) accuracy of representations and its Subsidiaries, as applicable, shall have delivered the documents warranties in all material respects; (m) each Commitment Party having received all documentation and other information required to be delivered by them pursuant to Section 9.1(a), in form regulatory authorities under applicable “know your customer” and content reasonably satisfactory to Buyer.anti-money laundering rules and regulations;

Conditions. (a) Conditions to Tencent’s Obligations to Effect the Closing. The obligations obligation of Buyer Tencent to consummate the transactions provided for hereby are subjectcontemplated by Section 2.1, in the discretion of Buyer, Section 2.2 and Section 2.3 is subject to the satisfaction of each satisfaction, on or before the Closing Date, of the following conditions, on or prior to the Closing Date, any of which may be waived in writing by BuyerTencent in its sole discretion: (ai) The Fundamental Representations shall have been true, accurate and not misleading in all respects on and as of the representations date of this Agreement and warranties in Article III and Article IV shall be true and correct when made and at on and as of the Closing Date with the same effect as if such representations made on and warranties were made at such time as of the Closing Date (except for such Fundamental Representations that those representations and warranties which are made as of a specific date date, which shall be true and correct speak only as of such date);, and all other representations and warranties of the Key Holder contained in Section 3.1 and all other representations and warranties of the Company contained in Section 3.3 shall have been true, accurate and not misleading in all respects (in the case of any such representation or warranty containing any materiality or Material Adverse Effect qualification) or in all material respects (in the case of any such representation or warranty without any materiality or Material Adverse Effect qualification) on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date). (bii) Seller, IHC The Key Holder and the Company shall have performed and satisfied complied in all material respects all agreements with all, and covenants not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement and the other Transaction Documents that are required hereby to be performed or satisfied by them prior to complied with on or at before the Closing Date;. (ciii) all Consents from No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any PersonLaw (whether temporary, including without limitation those set forth on Schedule 3.7(b)preliminary or permanent) that is in effect and restrains, and all filingsenjoins, registrations and notifications necessary to permit prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement Contemplated Transactions, or imposes any damages or penalties in connection with the Contemplated Transactions; and the Ancillary Agreements no action, suit, proceeding or investigation shall have been obtained instituted or made threatened by any Governmental Authority or any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the Contemplated Transactions, or imposes any damages or penalties in connection with no material adverse conditions being imposed;the consummation of the Contemplated Transactions. (div) no Person that is not a party to this Agreement (or an Affiliate thereof) The Key Holder and the Company shall have obtained any and all Authorizations necessary for the consummation by the Company of the issuance of the Tencent Subscription Shares to Tencent and the entry by each of the Key Holder and the Company into the Transaction Documents to which it is a Court Order party and the performance by it of its obligations contemplated thereby (other than those Authorizations to be obtained after the Closing pursuant to the Transaction Documents), all of which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited;shall be in full force and effect. (ev) there No event, development or state of circumstances shall not have occurred any event, change or condition thatcome to exist which, individually or in the aggregate, has had or could would reasonably be expected to have or result in a Material Adverse Effect;. (fvi) The portion of the Restructuring to be completed prior to the Closing pursuant to, and the obligations of each of the Key Holder Parties to be performed prior to the Closing under, the Restructuring Documents shall have been duly completed. (vii) The Key Holder and the Company shall have capital delivered to Tencent a certificate, dated the Closing Date and surplus signed by a duly authorized signatory of no less than $21,300,000 under GAAP;the Key Holder, certifying that the conditions set forth in Section 2.4(a)(i), Section 2.4(a)(ii), Section 2.4(a)(iii), Section 2.4(a)(iv), Section 2.4(a)(v), Section 2.4(a)(vi), Section 2.4(a)(viii), Section 2.4(a)(xv) and Section 2.4(a)(xvii) have been satisfied. (gviii) First Standard The VIE Entity shall have been duly established with the Key Holder Nominee holding 100% of the equity interests therein. (ix) The Key Holder shall have delivered to Tencent the Assets Sheet. (x) The Key Holder shall have delivered to Tencent an unaudited consolidated balance sheet of the Group as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with Section 4.6, and the liabilities of the Group as reflected in the Closing Balance Sheet (other than those liabilities arising from payments required to be paid by the Group Companies to the relevant Key Holder Parties specifically provided for under Restructuring Documents, which amount shall not exceed the amount of registered capital of the VIE Entity actually paid by the Key Holder) shall have been zero and the assets of the Group as reflected in the Closing Balance Sheet shall have reflected the value of the assets listed in the Assets Sheet (other than those to be contributed to the Group after the Closing under the Restructuring Documents or those of the Non-Transferred Contributed Assets). (xi) The Key Holder and the Company shall have delivered to Tencent a duly executed copy of each of the Control Documents entered into among the Reinsurance Treaties as described VIE Entity, the Group Company incorporated in Section 6.13;Hong Kong and certain other parties thereto, which shall remain in full force and effect. (hxii) Buyer and its Affiliates and Seller and its Affiliates, as applicable, The Company shall have entered into provided Tencent with true, correct and complete copies of the constitutional documents of each Group Company (other than the Company). (xiii) The Key Holder and the Company shall have delivered to Tencent a service agreement or agreements in form and substance reasonably satisfactory to copy of each of Buyer the Shareholders Agreement and Seller;the Director’s Indemnification Agreements, duly executed by all of the parties thereto other than Tencent and the director nominated by Tencent as a director of the Board. (xiv) The Key Holder and the Company shall have delivered to Tencent legal opinions issued to Tencent by the Company’s Cayman Islands and PRC legal counsels, dated the Closing Date, relating to the Contemplated Transactions and including those items set forth on Exhibit G. (xv) The Articles shall have been duly adopted by the Company and shall remain in full force and effect. (xvi) A director nominated by Tencent shall have been appointed to the Board. (xvii) The Board and the shareholders of the Company shall have adopted resolutions approving immediately upon payment of the Tencent Purchase Price in accordance with this Agreement (1) the issue of the Tencent Subscription Shares to Tencent, (2) the updating of the register of members of the Company to reflect Tencent as the legal and beneficial owner of the Tencent Subscription Shares fully paid and non-assessable, (3) the issue of a share certificate in the name of Tencent in respect of the Tencent Subscription Shares and (4) the appointment of a director nominated by Tencent as a director of the Board. (b) Conditions to the Key Holder’s and the Company’s Obligations to Effect the Closing. The obligation of the Key Holder and the Company to consummate the transactions contemplated by Section 2.1, Section 2.2 and Section 2.3 is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Key Holder or the Company in its sole discretion: (i) The holders representations and warranties of Tencent contained in Section 3.4 shall have been true, accurate and not misleading in all respects (other than IHC in the case of any such representation or warranty containing any materiality qualification) or in all material respects (in the case of any such representation or warranty without any materiality qualification) on and its Affiliates) as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for such representations and warranties that are made as of a majority specific date, which shall speak only as of such date). (ii) Tencent shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement and the other Transaction Documents that are required to be performed or complied with on or before the Closing Date. (iii) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the shares of common stock of Buyer present Contemplated Transactions, or imposes any damages or penalties in person connection with the Contemplated Transactions; and no action, suit, proceeding or by proxy at the Buyer's Stockholders Meeting investigation shall have approved been instituted or threatened by any Governmental Authority or any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the transactions contemplated by this Agreement;consummation of the Contemplated Transactions, or imposes any damages or penalties in connection with the consummation of the Contemplated Transactions. (jiv) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, Tencent shall have delivered to the documents required to be delivered Company a copy of each of the Shareholders Agreement and the Director’s Indemnification Agreement in respect of the director nominated by them pursuant to Section 9.1(aTencent as a director of the Board, duly executed by Tencent or such director (as the case may be), in form and content reasonably satisfactory to Buyer.

Conditions. The several obligations of Buyer the Selling Stockholder to consummate sell the transactions provided for hereby are subject, in the discretion of Buyer, Shares to the satisfaction of each Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the conditions that the Registration Statement shall have become effective prior to the date hereof. The several obligations of the Underwriters are subject to the following further conditions, on or : (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (ei) there shall not have occurred any eventdowngrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or condition thatany of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, individually or any development involving a prospective change, in the condition, financial or otherwise, or in the aggregateearnings, has had business or could reasonably be expected operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to have a Material Adverse Effect;market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (fb) The Underwriters shall have received on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (ii) one or more certificates, dated the Closing Date and signed by an executive officer of the Selling Stockholder, to the effect that the representations and warranties of the Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering each such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have capital received on the Closing Date an opinion and surplus negative assurance letter of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, outside counsel for the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its AffiliatesCompany, as applicableeach dated the Closing Date, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to the Representatives. (d) The Underwriters shall have received on the Closing Date an opinion of W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Legal Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (e) The Underwriters shall have received on the Closing Date an opinion of Shearman & Sterling LLP, counsel for the Selling Stockholder, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cravath, Swaine & M▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representatives. With respect to the negative assurance letter referenced in Section 6(c) above, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(e) above, Shearman & Sterling LLP may rely upon an opinion or opinions of counsel for the Selling Stockholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Stockholder contained herein and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholder is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) Shearman & Sterling LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions and negative assurance letters, as applicable, of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP and Shearman & Sterling LLP described in Sections 6(c) and 6(e) above (and any opinions of counsel for the Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or the Selling Stockholder, as the case may be, and shall so state therein. (g) The Underwriters shall have received, on each of Buyer the date hereof and Seller;the Closing Date, (i) from Deloitte & Touche LLP, independent registered public accountants for BHI, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of BHI contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (ii) KPMG LLP and KPMG S.p.A., independent registered public accountants for the Company, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information and pro forma financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (h) The “lock-up” agreements (the “Lock-up Agreements”), each substantially in the form previously agreed, between you and certain stockholders, officers and directors of the Company, including the Selling Stockholder, relating to sales and certain other dispositions of shares of Common Stock and/or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date. (i) The holders (Underwriters shall have received such other than IHC and its Affiliates) of a majority documents as you may reasonably request with respect to the good standing of the shares Company, the due authorization and issuance of common stock the Firm Shares and other matters related to the issuance of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement;such Firm Shares. (j) The Company shall own directly all several obligations of the outstanding shares of capital stock of RAS and RAS shall own directly all Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the outstanding shares following: (i) (A) a certificate, dated the Option Closing Date and signed by an executive officer of capital stock the Company, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(i) above remains true and correct as of First Standard Associates Corp.such Option Closing Date and (B) a certificate, dated the Option Closing Date and signed by an executive officer of the Selling Stockholder, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(ii) above remains true and correct as of such Option Closing Date; (ii) (A) an opinion and negative assurance letter of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) above and (B) an opinion of W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Legal Officer of the Company, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) above; (iii) an opinion of Shearman & Sterling LLP, outside counsel for the Selling Stockholder, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (iv) an opinion and negative assurance letter of Cravath, Swaine & M▇▇▇▇ LLP, counsel for the Underwriters, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof; (v) (A) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representatives, from Deloitte & Touche LLP, independent registered public accountants for BHI, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to 6(g)(i) hereof and (B) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representatives, from KPMG LLP and KPMG S.p.A., independent registered public accountants for the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause 6(g)(ii) hereof; provided that each such letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and (kvi) Seller, IHCsuch other documents as you may reasonably request with respect to the good standing of the Company, the Company due authorization and its Subsidiaries, as applicable, shall have delivered issuance of the documents required Additional Shares to be delivered by them pursuant sold on such Option Closing Date and other matters related to Section 9.1(a), in form and content reasonably satisfactory to Buyerthe issuance of such Additional Shares.

Conditions. The obligations of Buyer the Purchaser to consummate the transactions provided for hereby are subject, in the discretion of Buyerthe Purchaser, to the satisfaction of each of the following conditionssatisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Buyerthe Purchaser: (a) the representations and warranties in Article III and Article IV shall be true and correct in all material respects when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC Seller and the Company Principal Stockholder shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any PersonConsents, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposedmade, including the Requisite Stockholder Approval of such transactions; (d) no Person that is not a party to this Agreement (Court Order, Action, investigation or an Affiliate thereof) proceeding shall have obtained a Court Order been instituted or threatened which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibitedprohibited or that otherwise adversely affects the right or ability of the Purchaser to own, operate or control the Business or the Purchased Assets or seeks damages in connection therewith; (e) following the date of this Agreement, there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could would reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, Principal Stockholder shall have delivered the documents required to be delivered by them it pursuant to Section 9.1(a)8.1(a) of this Agreement, in form and content reasonably satisfactory to Buyerthe Purchaser, and the Ancillary Agreements shall be in full force and effect; (g) no regulatory change shall have been instituted or threatened which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited or that otherwise adversely affects the right or ability of the Purchaser to own, operate or control the Business or the Purchased Assets or seeks damages in connection therewith; (h) Ultrascan, Inc. and Ultrascan of Macon, Inc. shall have been merged or otherwise combined into the Seller as permitted under Georgia law; (i) no declaration of non-coverage by any third party payor shall have been made or threatened; (j) all Consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit Seller and the Principal Stockholder to perform their obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby shall have been duly obtained, made or given, and all terminations or expirations of waiting periods imposed by any governmental or regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, shall have occurred; (k) the Seller shall have received the Requisite Stockholder Approval; and (l) the Ancillary Agreements contemplated hereunder, shall have been delivered in form and content satisfactory to the Purchaser.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subjectNotwithstanding any other provision, in the discretion of Buyer, as a condition precedent to the satisfaction of Initial Closing and, each Subsequent Closing (defined below), all of the following conditionsconditions must be satisfied: 1. All documents, instruments and other writings required to be delivered by Company to Purchaser pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; 2. The Company’s ADRs are listed for and currently trading on the Trading Market, Company is in compliance with all requirements to maintain the ADR listing on the Trading Market, and there is no notice of any suspension or prior delisting with respect to the Closing Date, any trading of which may be waived by Buyer:the shares of the Company’s ADRs on such Trading Market; (a) the 3. The representations and warranties of Company set forth in Article III this Agreement are true and Article IV correct in all material respects as of the Initial Closing and each Subsequent Closing (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and 4. No Material Adverse Effect has occurred in respect of the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing DateInitial Closing; (c) all Consents from 5. No material breach or default has occurred under any PersonTransaction Document or any other agreement with Purchaser; 6. Subject to the satisfaction of the Conditions, including without limitation those set forth on Schedule 3.7(b)the Company has the authority to issue the number of duly authorized Shares as required pursuant to the terms of this Agreement to support their conversion into ADSs as contemplated by this Agreement; 7. There is not then in effect any law, and all filingsrule or regulation prohibiting or restricting the transactions contemplated in any Transaction Document, registrations and notifications necessary to permit or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the consummation effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement and the Ancillary Agreements shall Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction will have been obtained enacted, entered, promulgated or made with no material adverse conditions being imposed; (d) no Person adopted by any court or governmental authority of competent jurisdiction that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes prohibits the transactions contemplated by this Agreement Agreement, and no actions, suits or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred proceedings will be in progress, pending or, to Company’s knowledge threatened, by any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (person other than IHC and its Affiliates) Purchaser or any Affiliate of a majority of the shares of common stock of Buyer present in person Purchaser, that seek to enjoin or by proxy at the Buyer's Stockholders Meeting shall have approved prohibit the transactions contemplated by this Agreement; (j) The Company shall own directly 8. A Registration Statement on Form F-6, covering the number of ADSs reasonably necessary for conversion of all of Notes then outstanding and to be issued in the outstanding shares of capital stock of RAS Closing, as well as accrued interest and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.make whole thereon, is current and effective; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them 9. The Company’s Shareholders approve at a meeting convened pursuant to Section 9.1(a), in form ASX Listing Rule 7.3 the issue of the Notes and content reasonably satisfactory to Buyerthe Greenshoe Option and the issue of the resulting securities upon any conversion of the Notes and the Greenshoe Option.

Conditions. The obligations section of Buyer the offer to consummate purchase beginning on page 9 and entitled "Conditions" is hereby amended and restated in its entirety as follows: "The offer is not conditioned on any minimum number of options being tendered. However, the transactions provided for hereby offer is conditioned upon completion of the merger with NS Acquisition Corp. The merger is subject to several conditions which are subject, described elsewhere in the discretion of Buyer, offer to purchase. These conditions to the satisfaction merger are subject to waiver in accordance with the terms of each the merger agreement. Such conditions to the merger are not conditions to the offer. In addition to the condition that the merger be completed as described above, and subject to the rules under the Exchange Act, we may extend, terminate or amend the offer, if on or before the expiration date, any of the following conditionsevents have occurred that, on or prior in our reasonable judgment and regardless of the circumstances giving rise to the Closing Dateevent or events, makes it inadvisable to proceed with the offer or accept and cancel the options tendered to us: - any action or proceeding by any government agency, authority or tribunal or any other person, domestic or foreign, is threatened or pending before any court, authority, agency or tribunal that directly or indirectly challenges the making of which the offer, the acquisition of some or all of the tendered options, or the payment of the purchase price for the tendered options. The conditions referred to above are for our benefit and may be asserted by us regardless of the circumstances, including any action or omission to act by us, giving rise to any condition, and may be waived by Buyer: (a) us, in whole or in part, at any time and from time to time in our reasonable discretion; provided that the representations and warranties in Article III and Article IV shall conditions to this offer may not be true and correct when made and at and as asserted or waived after the expiration of this offer. Thus, if the conditions have not been met by the time of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation expiration of the transactions contemplated by this Agreement offer and we do not extend the Ancillary Agreements shall offer, we will have been obtained or made with no material adverse deemed to waive such conditions being imposed; (d) no Person that is not a party and will be obligated to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes pay for the transactions contemplated by this Agreement or tendered options promptly after the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority expiration of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all offer. In some circumstances, if we waive any of the outstanding shares of capital stock of RAS conditions described above, we may be required to extend the expiration date. Any determination by us concerning the events described above will be final and RAS shall own directly binding on all parties. Notwithstanding the foregoing, we do not expect to waive the foregoing condition relating to the completion of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyermerger."

Conditions. The obligations of Buyer the Initial Purchasers to consummate purchase the transactions provided for hereby Notes under this Agreement are subject, in the discretion of Buyer, subject to the satisfaction or waiver of each of the following conditions, on : (a) All the representations and warranties contained in this Agreement and in each of the Documents shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Offering Documents (other than the Initial Purchasers) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Offering Documents. (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Offering Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company or Frontline after reasonable inquiry, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company or Frontline after reasonable inquiry, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material Adverse Effect. (d) Subsequent to the respective dates as of which may be waived data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by Buyerthe National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Act and (ii) there shall not have occurred any adverse change, nor shall any notice have been given of any potential or intended adverse change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization. No such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchasers shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) a Chairman, Chief Executive Officer, President or any Vice President, or where appropriate, a Director and (2) the principal financial or accounting officer of the Company and Frontline, or where appropriate, a Director on behalf of the Company and Frontline, to the effect that (a) the representations and warranties set forth in Article III and Article IV shall be Section 4 hereof are true and correct when in all material respects with the same force and effect as though expressly made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); Date, (b) Seller, IHC and the Company shall and Frontline have performed complied with all agreements and satisfied all conditions in all material respects all agreements and covenants required hereby on their part to be performed or satisfied by them at or prior to or the Closing Date, (c) at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit since the consummation date hereof or since the date of the transactions contemplated by this Agreement and most recent financial statements in the Ancillary Agreements shall have been obtained Final Offering Circular (exclusive of any amendment or made with no material adverse conditions being imposed; (dsupplement thereto after the date hereof) no Person that is not a party event or events have occurred, no information has become known to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred Company nor does any event, change or condition exist that, individually or in the aggregate, has had or could reasonably be expected to would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor Frontline has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, entered into any transactions not in the ordinary course of business that would have a Material Adverse Effect, and there has not been any change in the capital stock or long-term indebtedness of the Company or any of the Subsidiaries that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently) by a Government Authority with applicable jurisdiction; (fii) a certificate, dated the Closing Date, executed by the Secretary or where appropriate, a Director of the Company shall have capital and surplus of no less than $21,300,000 under GAAPFrontline, certifying such matters as the Initial Purchasers may reasonably request; (giii) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer opinions, dated the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Company with respect to New York law and its Affiliates Liberian law matters, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel to the Company with respect to Bermuda law matters, and Seller each of the following local counsels: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. regarding Bahamian law matters, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ regarding Panamanian law matters, Cains, for Isle of Man law matters’ Mishcon de Reya, regarding English law matters, and its AffiliatesTan Rajah & Cheah, as applicableregarding Singaporean law matters, shall have entered into a service agreement or agreements each in form and substance reasonably satisfactory to each the Initial Purchasers and covering such matters as are addressed on Exhibit A; (iv) an opinion, dated the Closing Date, of Buyer ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions. (h) The Initial Purchasers shall have received from PricewaterhouseCoopers DA, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and Seller;substance reasonably satisfactory to the Initial Purchasers, with respect to the predecessor combined carve-out financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect that PricewaterhouseCoopers DA reaffirms the statements made in its letter furnished pursuant to clause (A). (i) The holders (other than IHC and its Affiliates) of a majority Each of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Offering Documents and Fleet Purchase Agreement shall have approved been executed and delivered by all parties thereto, as applicable, and the transactions contemplated by this Initial Purchasers shall have received a fully executed original of each such Offering Document and a copy of the fully executed Fleet Purchase Agreement;. (j) The Company Initial Purchasers shall own directly have received copies in form and substance reasonably satisfactory to it of all of opinions, certificates, letters and other documents delivered or required to be delivered under or in connection with the outstanding shares of capital stock of RAS and RAS shall own directly all of Offering or any transaction contemplated in the outstanding shares of capital stock of First Standard Associates Corp.; andDocuments. (k) Seller, IHC, The terms of each Offering Document and each Fleet Purchase Document shall conform in all material respects to the Company and its Subsidiaries, as applicable, shall have delivered description thereof in the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to BuyerOffering Circular.

Conditions. The several obligations of Buyer the Selling Stockholder to consummate sell the transactions provided for hereby are subject, in the discretion of BuyerShares, to the satisfaction of each Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the conditions that the Registration Statement shall have become effective prior to the date hereof. The several obligations of the Underwriters are subject to the following further conditions, on or : (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, any of which may be waived by Buyer: (a) the representations and warranties in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (ei) there shall not have occurred any eventdowngrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or condition thatany of its Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, individually or any development involving a prospective change, in the condition, financial or otherwise, or in the aggregateearnings, has had business or could reasonably be expected operations of the Company and its Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to have a Material Adverse Effect;market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (fb) The Underwriters shall have received on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (ii) a certificate, dated the Closing Date and signed by an executive officer of GE, to the effect that the representations and warranties of GE contained in this Agreement are true and correct as of the Closing Date and that GE has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. Each officer signing and delivering each such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have capital received on the Closing Date an opinion and surplus negative assurance letter of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its AffiliatesCompany, as applicableeach dated the Closing Date, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to the Representative. (d) The Underwriters shall have received on the Closing Date an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for GE, dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Closing Date, in form and substance reasonably satisfactory to the Representative. With respect to the negative assurance letter referenced in Section 6(c) above, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may state that their opinions and beliefs in such letter are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely upon an opinion or opinions of counsel for the Selling Stockholder and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Selling Stockholder contained herein and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholder is satisfactory to your counsel, (B) a copy of each opinion so relied upon is delivered to you and is in form and substance satisfactory to your counsel, (C) copies of any such other documents and instruments shall be delivered to you and shall be in form and substance satisfactory to your counsel and (D) ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall state in their opinion that they are justified in relying on each such other opinion. The opinions and negative assurance letters, as applicable, of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for the Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or the Selling Stockholder, as the case may be, and shall so state therein. (f) The Underwriters shall have received, on each of Buyer the date hereof and Seller;the Closing Date, from Deloitte & Touche LLP, independent registered public accountants for the Company, one or more letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the audited and unaudited financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) The “lock-up” agreements, each substantially in the forms attached as Exhibit A hereto, between (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and GE, delivered to you on or before the date hereof, and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and certain officers and directors of the Company each listed in Schedule III hereto, delivered to you on February 15, 2024, each relating to sales and certain other dispositions of shares of Common Stock and/or certain other securities, shall be in full force and effect on the Closing Date. (h) The Underwriters shall have received such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Firm Shares and other matters related to the issuance of such Firm Shares. (i) The holders Debt-for-Equity Exchange shall have been consummated (other than IHC i) in accordance with the terms and its Affiliates) of a majority conditions of the shares Exchange Agreement and (ii) consistent with the description thereof set forth in the Time of common stock of Buyer present in person or by proxy at Sale Prospectus and the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement;Prospectus. (j) The Company shall own directly all Financial Industry Regulatory Authority, Inc. has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the outstanding shares of capital stock of RAS underwriting terms and RAS shall own directly all arrangements relating to the offering of the outstanding shares Shares. (k) The several obligations of capital stock the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of First Standard Associates Corp.the following: (i) (A) a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(i) above remains true and correct as of such Option Closing Date and (B) a certificate, dated the Option Closing Date and signed by an executive officer of GE, confirming that the certificate delivered on the Closing Date pursuant to clause 6(b)(ii) above remains true and correct as of such Option Closing Date; (ii) an opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for the Company, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) above; (iii) an opinion of ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, outside counsel for GE, dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof; (iv) an opinion and negative assurance letter of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, each dated the Option Closing Date, in connection with the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof; (v) one or more letters dated the Option Closing Date, in form and substance satisfactory to the Representative, from Deloitte & Touche LLP, independent registered public accountants for the Company, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to clause 6(f) hereof; provided that each such letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and (kvi) Seller, IHCsuch other documents as you may reasonably request with respect to the good standing of the Company, the Company due authorization and its Subsidiariesissuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. In addition to the above, as applicable, the obligations of the Underwriters to purchase and pay for the Shares pursuant to this Agreement are subject to the Selling Stockholder having received a counterpart of the Exchange Agreement that shall have been executed and delivered by a duly authorized officer of GE, and GE having delivered the documents required Shares to be delivered by them pursuant to Section 9.1(a), the Selling Stockholder in form and content reasonably satisfactory to Buyeraccordance with the Exchange Agreement.

Conditions. 7.1 Conditions to Each Party's Obligations. The respective obligations of Buyer each party to consummate effect the transactions provided for hereby Merger are subject, in the discretion of Buyer, subject to the satisfaction of each of the following conditions, on at or prior to the Closing Date, Effective Time of the following conditions any of which may be waived by Buyerin whole, or to the extent permitted hereby, in part: (a) This Agreement and the representations Merger shall have been duly approved and warranties in Article III and Article IV shall be true and correct when made and adopted at and the Special Meeting by (i) the holders of a majority of the Shares outstanding as of the Closing Date as if such representations record date and warranties were made at such time (except that those representations and warranties ii) the holders of a majority of the Shares outstanding which are made as of a specific date shall be true present in person or represented by proxy at the Special Meeting and correct only as of such date);entitled to vote thereat, excluding Shares owned by Conseco and its direct or indirect Subsidiaries. (b) SellerThere shall not be in effect any statute, IHC and rule, regulation, executive order, decree, ruling or injunction or other order of a court or governmental or regulatory agency of competent jurisdiction directing that the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to transactions contemplated herein not be performed or satisfied by them consummated; provided, however, that prior to invoking this condition each party shall use all reasonable efforts to have any such decree, ruling, injunction or at the Closing Date;order vacated. (c) all Consents from any PersonAll governmental consents, including without limitation those set forth on Schedule 3.7(b), orders and all filings, registrations and notifications necessary to permit approvals legally required for the consummation of the Merger and the transactions contemplated by this Agreement and the Ancillary Agreements hereby shall have been obtained and be in effect at the Effective Time, except where the failure to obtain any such consent, order or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition thatapproval would not, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) material adverse effect on the validity or enforceability of this Agreement, on the ability of the Company shall have capital and surplus of no less than $21,300,000 to perform its obligations under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all , or on the Business or Condition of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, taken as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyera whole.

Conditions. The obligations obligation of Buyer any Agent, as agent of the Company, at any time (“Solicitation Time”) to consummate solicit offers to purchase the transactions provided for hereby Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes shall in each case be subject: (1) to the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in any certificate furnished pursuant to the provisions hereof are subject, accurate (i) in the discretion case of Buyeran Agent’s obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase; (2) to the satisfaction of each of the following conditions, on condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the Closing Datecase may be, any of which may the Company shall have complied with all its agreements and all conditions on its part to be waived by Buyerperformed or satisfied hereunder; and (3) to the following additional conditions when and as specified: (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the representations case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and warranties in Article III and Article IV shall be true and correct when made and at and as regulations under the Securities Act; no stop order suspending the effectiveness of the Closing Date as if such representations Registration Statement shall have been issued and warranties were made at such time (except no proceeding for that those representations and warranties which are made as of a specific date purpose shall be true and correct only as of such date)have been initiated or threatened by the Commission; (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (eii) there shall not have occurred any eventdowngrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change or condition thatthat does not indicate an improvement, individually or in the aggregate, has had rating accorded any securities of or could reasonably be expected to have a Material Adverse Effectguaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; (fiii) there shall not have occurred any change or any development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and (iv) (A) trading generally shall not have been suspended on or by, as the case may be, any of the New York Stock Exchange or the American Stock Exchange, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not have capital been suspended by the Commission or a national securities exchange or in any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and surplus a general moratorium on commercial banking activities in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of no less than $21,300,000 hostilities in which the United States is involved, a declaration of war by Congress, any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser, the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus as amended or supplemented at the Solicitation Time or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other purchaser shall notify the Company of such determination in writing; but the omission so to notify the Company shall not act to modify the rights of the Agent or other purchaser under GAAP;this Section 6(a)(iv)(A). (gb) First Standard On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel, the Managing Counsel or Senior Counsel to the Company and/or Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (US) LLP, Counsel to the Company, as indicated in the applicable Prospectus Supplement shall have entered into furnished to the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliatesrelevant Agent or Agents their written opinion, dated the Commencement Date or Time of Delivery, as applicablethe case may be, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller;such Agent or Agents, to the effect that: (i) The holders Company has been duly incorporated and is an existing corporation in good standing under the laws of Ohio and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended; KeyBank is a duly organized and validly existing national banking association under the laws of the United States and continues to hold a valid certificate to do business as such; each of the Company and KeyBank has full corporate power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package (other than IHC if applicable) and the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property, except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its Affiliates) of subsidiaries taken as a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly whole; and all of the outstanding shares of capital stock of RAS KeyBank has been duly authorized and RAS shall own directly validly issued, is fully paid and non-assessable (exceptions to be specified) and (except as otherwise stated in the Registration Statement) is owned beneficially by the Company subject to no security interest, other encumbrance or adverse claim. (ii) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company. (iii) The Notes conform in all material respects to the description thereof contained or incorporated by reference in the General Disclosure Package (if applicable), the Prospectus and the applicable prospectus supplement, and such description conforms in all material respects to the rights set forth in the instruments defining the same. (iv) The Notes have been duly and validly authorized and, when executed, authenticated and delivered in accordance with the terms of the outstanding shares applicable Indenture and issued to and paid for by any purchaser of capital stock Notes sold through an Agent as agent or any Agent as principal pursuant to any Terms Agreement or other agreement, will be entitled to the benefits of First Standard Associates Corp.; andsuch applicable Indenture and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (kv) SellerEach of the Senior Indenture and the Subordinated Indenture has been duly and validly authorized, IHCexecuted and delivered by the Company and constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indentures have been duly qualified under the Trust Indenture Act. (vi) The issue and sale of the Notes and the execution and delivery by the Company of the Notes, the Indentures, this Agreement and any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company or any subsidiary of the Company is a party or by which it or any of them are bound or to which any of the property or assets of the Company or any its subsidiaries is subject and that is material to the Company and its Subsidiariessubsidiaries, taken as a whole, the Company’s Articles of Incorporation or Regulations, or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Company. (vii) No consent, approval, authorization, order, registration or qualification of or filing with any court or governmental agency or body is required for the issue and sale of the Notes or the consummation of the other transactions contemplated by this Agreement, any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal, or the Indentures, except such consents, approvals, authorizations, registrations or qualifications as have been obtained under the Securities Act and the Trust Indenture Act and as may be required under state securities or Blue Sky laws in connection with offers and sales of the Notes from the Company and with purchases of Notes. (viii) The Registration Statement is effective under the Securities Act; any required amendment or supplement to each prospectus relating to the offered Notes (including the Prospectus) pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of any Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission. (ix) Such counsel is of the opinion ascribed to it in the Prospectus Supplement under the caption “Material United States Tax Considerations,” if any. (x) Such counsel (A) is of the opinion that at the time the Registration Statement, including without limitation the Rule 430B Information, became effective or is deemed effective, and at the date such opinion is delivered, the Registration Statement and the Prospectus, and at the time they were filed, each document incorporated by reference therein (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other financial and statistical data set forth or referred to therein or in any document incorporated by reference therein or any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(awhich we express no opinion), complied as to form in form all material respects with the requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and content reasonably satisfactory to Buyer.the respective rules thereunder;

Conditions. The obligations of Buyer the Initial Purchaser to consummate purchase the transactions provided for hereby Notes under this Agreement are subject, in the discretion of Buyer, subject to the satisfaction of each of the following conditions, on conditions or waiver thereof by the Initial Purchaser: (a) All the representations and warranties of the Company and its Subsidiaries contained in this Agreement and in each of the Documents and the Perfection Certificate shall be true and correct in all material respects as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each other party to the Documents (other than the Initial Purchaser) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). (b) No injunction, restraining order or order of any nature by a Governmental Authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated under the Documents; and no stop order suspending the qualification or exemption from qualification of any of the Notes in any jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated as of the Closing Date. (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge of the Company, threatened other than Proceedings that (A) if adversely determined would not, individually or in the aggregate, adversely affect the issuance or marketability of the Notes, and (B) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Subsequent to the respective dates as of which may be waived data and information is given in the Final Offering Circular, there shall not have been any Material Adverse Change. (e) The Notes shall have been designated PORTAL securities in accordance with the rules and regulations adopted by Buyerthe National Association of Securities Dealers, Inc. relating to trading in the PORTAL market. (f) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension or withdrawal of, nor shall any notice have been given of any potential or intended downgrading, suspension or withdrawal of, or of any review (or of any potential or intended review) for a possible change that does not indicate the direction of the possible change in, any rating of the Company or any securities of the Company (including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change, nor shall any notice have been given of any potential or intended change, in the outlook for any rating of the Company or any securities of the Company by any such rating organization and (iii) no such rating organization shall have given notice that it has assigned (or is considering assigning) a lower rating to the Notes than that on which the Notes were marketed. (g) The Initial Purchaser shall have received on the Closing Date: (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and (2) the principal financial or accounting officer of the Company, on behalf of the Company, to the effect that (a) the representations and warranties set forth in Article III and Article IV shall be Section 4 hereof are true and correct when in all material respects with the same force and effect as though expressly made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); Date, (b) Seller, IHC and the Company shall have performed has complied with all agreements and satisfied all conditions in all material respects all agreements and covenants required hereby on its part to be performed or satisfied by them at or prior to or the Closing Date, (c) at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit since the consummation date hereof or since the date of the transactions contemplated by this Agreement and most recent financial statements in the Ancillary Agreements shall have been obtained Final Offering Circular (exclusive of any amendment or made with no material adverse conditions being imposed; (dsupplement thereto after the date hereof) no Person that is not a party to this Agreement (event or an Affiliate thereof) shall events have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred occurred, no information has become known nor does any event, change or condition exist that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Final Offering Circular (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Final Offering Circular or contemplated hereby, neither the Company nor any Subsidiary of the Company has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and its Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company or any Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Notes has not been enjoined (temporarily or permanently); (fii) a certificate, dated the Closing Date, executed by the Secretary of the Company shall have capital and surplus of no less than $21,300,000 under GAAPeach Subsidiary Guarantor, certifying such matters as the Initial Purchaser may reasonably request; (giii) First Standard shall have entered into a certificate of solvency, dated the Reinsurance Treaties as described Closing Date, executed by the principal financial or accounting officer of the Company substantially in Section 6.13the form previously approved by the Initial Purchaser; (hiv) Buyer and its Affiliates and Seller and its Affiliatesthe opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, as applicablecounsel to the Company, shall have entered into a service agreement or agreements dated the Closing Date, in form and substance reasonably satisfactory to each the Initial Purchaser; (v) the opinion of Buyer Seyfarth, Shaw, ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to the Company, dated the Closing Date, in form and Seller;substance reasonably satisfactory to the Initial Purchaser; and (vi) an opinion, dated the Closing Date, of Mayer, Brown, ▇▇▇▇ & Maw, counsel to the Initial Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are customarily covered in such opinions. (h) The Initial Purchaser shall have received from KPMG LLP, independent auditors, with respect to the Company, (A) a customary comfort letter, dated the date of the Final Offering Circular, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and certain financial information contained in the Final Offering Circular, and (B) a customary comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that KPMG LLP reaffirms the statements made in its letter furnished pursuant to clause (A). (i) The holders (other than IHC and its Affiliates) of a majority Each of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting Documents shall have approved been executed and delivered by all parties thereto, and the transactions contemplated by this Agreement;Initial Purchaser shall have received a fully executed original of each Document. (j) The Initial Purchaser shall have received copies of all opinions, certificates, letters and other documents delivered under or in connection with the Offering or any transaction contemplated in the Documents. (k) The terms of each Document shall conform in all material respects to the description thereof in the Final Offering Circular. (l) On the Closing Date, the Company shall own directly have paid or caused to have been paid in cash the reasonable fees and expenses of Mayer, Brown, ▇▇▇▇ & Maw, counsel to the Initial Purchaser, subject to the limitations set forth in Section 5(f) hereof. (m) The Control Collateral Sub-Agent shall have received for the benefit of the Secured Parties and the Lender all of the outstanding Pledged Shares, which shares of capital stock of RAS and RAS shall own directly evidence all of the issued and outstanding shares Pledged Interests of capital stock each Subsidiary of First Standard Associates Corp.each of the Company and each Domestic Restricted Subsidiary (except in the case of the Capital Stock of each such Subsidiary that is a Foreign Subsidiary, in which case, only the certificates evidencing 65% of all of the issued and outstanding Capital Stock of such Foreign Subsidiary shall have been delivered) (other than the Capital Stock of any such Subsidiary that is not a corporation), together with, in each case, undated instruments of transfer duly executed in blank. (n) The Collateral Agent shall have received for the benefit of the Secured Parties: (i) copies of Uniform Commercial Code financing statements naming each of the Company and each Domestic Restricted Subsidiary as a debtor and the Collateral Agent as the secured party in appropriate form for filing in the filing offices in the States identified in Schedule I hereto opposite the name of the Company or such Domestic Restricted Subsidiary, as the case may be; (ii) copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (other than Permitted Liens) in any collateral described in any Collateral Agreement previously granted by any Person; and (kiii) Sellercertified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), IHCor a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Domestic Restricted Subsidiary (under its present name and its Subsidiariesany previous names) as the debtor, as applicable, together with copies of such financing statements (none of which shall have delivered the documents required to be delivered by them pursuant to Section 9.1(acover any collateral described in any Collateral Agreement (other than any Uniform Commercial Code financing statement evidencing a Permitted Lien), in form and content reasonably satisfactory to Buyer).

Conditions. The obligations obligation of Buyer any Agent, as agent of the Company, at any time ("Solicitation Time") to consummate solicit offers to purchase the transactions provided for hereby are subjectNotes, the obligation of any Purchaser to purchase Notes pursuant to any Terms Agreement, and the obligation of any other purchaser to purchase Notes shall in the discretion of Buyer, each case be subject (1) to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (a) the condition that all representations and warranties of the Company herein and all statements of officers of the Company made in Article III and Article IV shall be any certificate furnished pursuant to the provisions hereof are true and correct when made (i) in the case of an Agent's obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of any Purchaser's or any other purchaser's obligation to purchase Notes, at and as of the Closing Date time the Company accepts the offer to purchase such Notes and, as if such representations the case may be, at and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only the related Time of Delivery or time of purchase; (2) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as of such date); (b) Sellerthe case may be, IHC and the Company shall have performed and satisfied in complied with all material respects all its agreements and covenants required hereby all conditions on its part to be performed or satisfied hereunder; and (3) to the following additional conditions when and as specified (it being understood that under no circumstance shall any Agent have any duty or obligation to exercise discretionary judgment on behalf of the Company or any purchaser in respect of the fulfillment of any such condition): (a) Prior to such Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be: (i) the Prospectus as amended or supplemented (including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by them prior to the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or at shall be pending before or contemplated by the Closing DateCommission; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (eii) there shall not have occurred been any eventdowngrading, nor shall any notice have been given of any intended or potential downgrading or any review or possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act subsequent to the date hereof; (iii) there shall not have been any change, or condition thatany development involving a prospective adverse change, individually in the capital stock or in the aggregatelong-term debt of the Company or any of its Subsidiaries from that set forth or incorporated by reference in the Registration Statement and Prospectus which would, has had or could reasonably be expected to have a Material Adverse Effectin the opinion of the Agents, materially impair the investment quality of the Notes; (fiv) the Company and its Subsidiaries shall have capital no liability or obligation, direct or contingent, which is material to the Company and surplus of no less its Subsidiaries, taken as a whole, other than $21,300,000 under GAAPthose reflected or incorporated by reference in the Registration Statement and the Prospectus; (gv) First Standard there shall not have entered into been any adverse change or development involving a prospective adverse change, in the Reinsurance Treaties as described condition, financial or otherwise, of the Company or any of its Subsidiaries or the earnings, affairs, or business prospects of the Company or any of its Subsidiaries, whether or not arising in Section 6.13;the ordinary course of business, which would, in the opinion of the Agents, materially impair the investment quality of the Notes; and (hvi) Buyer there shall not have been any (A) outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the applicable Agent, is material and adverse and would, in the judgment of the applicable Agent, make it impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus, (B) suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (C) enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Agents materially and adversely affects, or will materially and adversely affect, the business or operations of the Company or any Subsidiary, (D) declaration of a banking moratorium by either federal or New York State authorities or (E) taking of any action by any federal, state or local government or agency in respect of its Affiliates monetary or fiscal affairs which in the opinion of the Agents has a material adverse effect on the financial markets in the United States. (b) On the Commencement Date, and Seller and its Affiliatesin the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, as applicableif called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of the Company, or such other counsel acceptable to the Agents, shall have entered into a service agreement furnished to the Agents or agreements the Purchaser, as the case may be, his written opinion, dated the Commencement Date or Time of Delivery, as the case may be, in form and substance reasonably satisfactory to each of Buyer and Seller;such Agents or such Purchaser, as the case may be, to the effect that: (i) The holders (other than IHC the Company and its Affiliates) of a majority each of the shares Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of common stock its jurisdiction of Buyer present incorporation and has the corporate power and authority required to carry on its business as described in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this AgreementProspectus and to own, lease and operate its properties; (jii) The each of the Company shall own directly and the Subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights; (iv) all of the outstanding shares of capital stock of RAS and RAS shall own directly all of, or other ownership interests in, each of the outstanding shares Subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned by the Company, free and clear of capital stock any security interest, claim, lien, encumbrance or adverse interest of First Standard Associates Corp.; andany nature; (kv) Sellerthe statements (A) incorporated by reference in the Prospectus from Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, IHC1998 and (B) incorporated in the Prospectus from Item 1 of Part II of the Company's Quarterly Reports on Form 10-Q filed since such Annual Report, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (vi) to the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be described in the Registration Statement or the Prospectus and are not so described or incorporated by reference, or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or are required to be filed as an exhibit to the Registration Statement that are not so described or filed or incorporated by reference as required; (vii) to the best of such counsel's knowledge, neither the Company nor any of the Subsidiaries is in violation of its respective certificate of incorporation or by-laws except for such violations that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and, neither the Company nor any of its Subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any bond, debenture, indenture, loan agreement, mortgage, lease or any other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound; (viii) neither the Company nor any of the Subsidiaries has violated any Environmental Law or any provisions of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; (ix) each of the Company and the Subsidiaries has such Authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as applicablea whole; each such Authorization is valid and in full force and effect and each of the Company and its Subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; and such Authorizations contain no restrictions that are materially burdensome to the Company and its subsidiaries, taken as a whole; except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a material adverse effect on the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; (x) the execution, delivery and performance by the Company of this Agreement, any applicable Terms Agreement, the Indenture and the Notes and compliance by the Company with all the provisions hereof and thereof will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the certificate of incorporation or by-laws of the Company or any of its Subsidiaries or any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company and its subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective property is bound, except for any such conflict, breach or default which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Company, any of its Subsidiaries or their respective property; (xi) to the best of such counsel's knowledge, all leases to which the Company or any of its Subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder which might result in any material adverse change in the business, prospects, financial condition or results of operation of the Company and its subsidiaries, taken as a whole, and the Company and its Subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary; (xii) each document incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements included therein as to which no opinion need be expressed) complied as to form when filed with the Commission in all material respects with the Securities Exchange Act of 1934, as amended. (1) the Registration Statement and the Prospectus (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1, as to which no opinion need be expressed) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder; and (2) nothing has come to the attention of such counsel that would lead such counsel to believe that (except for the financial statements, including the notes thereto, and supporting schedules and other financial, statistical and accounting data contained or incorporated by reference therein and the statements of eligibility of the Trustees on Form T-1 as to which no belief need be expressed) (x) any part of the Registration Statement when such part became effective or on the date of this Agreement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (y) the Prospectus on the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the opinion and belief set forth in clauses (1) and (2) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Prospectus. The opinion described in Section 6 (b) above shall be rendered to you at the request of the Company and shall so state therein. (c) On the Commencement Date, and in the case of a purchase of Notes by a Purchaser pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Agents, shall have furnished to the Agents or such Purchaser, as the case may be, their opinion, dated the Commencement Date or Time of Delivery, as the case may be, to the effect that: (i) the forms of the Notes have been duly authorized and, when the terms of a particular Note and its issuance and sale have been duly established in conformity with the Indenture, and when such Note has been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the documents required purchasers thereof in accordance with the terms of this Agreement and any applicable Terms Agreement, such Note will be entitled to the benefits of the Indenture and will be delivered a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except (a) as such enforcement may be limited by them pursuant to Section 9.1(a)bankruptcy, in form insolvency, reorganization, moratorium or similar laws affecting creditors' rights and content reasonably satisfactory to Buyer.remedies generally and (b) as such enforcement may be limited by general principles of equity, regardless of wheth

Conditions. The obligations of Buyer the Underwriters of any Securities under the Pricing Agreement relating to consummate the transactions provided for hereby are such Securities shall be subject, in the discretion of Buyertheir discretion, to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyer: (ai) the condition that all representations and warranties and other statements of the Company herein or in Article III and Article IV shall be true and correct when made and certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Sellercorrect, IHC and the condition that the Company shall have performed all of its obligations hereunder and satisfied in all material respects all agreements and covenants required hereby under the Pricing Agreement relating to such Securities to be performed at or satisfied by them prior to or at before the Closing Date, (ii) the condition that all representations and warranties and other statements of each of AIG and the Selling Stockholder herein or in certificates of any officer of AIG or the Selling Stockholder delivered pursuant to the provisions hereof are, at and as of the Closing Date, true and correct, the condition that each of the AIG and the Selling Stockholder shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and (iii) the following additional conditions. (a) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (▇) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written opinion, dated such Closing Date, with respect to the valid existence and good standing of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) all Consents from any Person▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, including without limitation those set forth on Schedule 3.7(b)Chief Counsel-Public Company and Corporate Law, and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Company, shall have been obtained or made with no material adverse conditions being imposedfurnished to the Underwriters his written opinion, dated the Closing Date, substantially in the form attached hereto as Annex II; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, shall have obtained a Court Order which makes furnished to the transactions contemplated by this Agreement or Underwriters their written opinions, each dated the Ancillary Agreements illegal or otherwise prohibitedClosing Date, substantially in the form attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus; (e) there ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for AIG and the Selling Stockholder, shall not have occurred any eventfurnished to you their written opinion with respect to AIG and the Selling Stockholder, change or condition thatfor whom they are acting as counsel, individually or dated the Closing Date, substantially in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectform attached hereto as Annex IV; (f) The Company will furnish the Company shall have capital Representatives with such conformed copies of such opinions, certificates, letters and surplus of no less than $21,300,000 under GAAPdocuments as the Representatives reasonably request; (g) First Standard shall have entered into The Company will furnish the Reinsurance Treaties Representatives a certificate of the Chief Accounting Officer of the Company, dated as described of the Closing Date, relating to the unaudited pro forma condensed combined financial statements and the related notes thereto, together with the related disclosures included or incorporated by reference in Section 6.13the Disclosure Package and the Final Prospectus, substantially in the form of Annex V hereto; (hi) Buyer and its Affiliates and Seller and its AffiliatesOn the date hereof, as applicable, Deloitte & Touche LLP shall have entered into furnished to the Representatives a service agreement or agreements letter, dated the date hereof, in form and substance reasonably satisfactory to each you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of Buyer the Act and Sellerthe Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex VI hereto, and (ii) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Section 7(h), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (i) The holders On the date hereof, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to American Life Insurance Company, ALICO Services, Inc. and Delaware American Life Insurance Company and their subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex VII hereto, and (ii) on the Closing Date for the applicable Securities, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Section 7(i), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (i) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than IHC as set forth or contemplated in the Disclosure Package, and (ii) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its Affiliatessubsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the business, financial position, reserves, surplus, equity or results of operations of the Company and the Significant Subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (k) After the Applicable Time (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or any Significant Subsidiary or the financial strength or claims paying ability of the Company or any Significant Subsidiary by A.M. Best & Co., Fitch Ratings, Ltd., ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Ratings Services, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the financial strength or the claims paying ability of the Company or any Significant Subsidiary, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (l) At or after the Applicable Time, there shall not have occurred any of the following: (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (iii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iv) a suspension or material limitation in clearing and/or settlement in securities generally; (v) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (vi) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a majority national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (vi) in the judgment of the shares Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of common stock of Buyer present the applicable Securities on the terms and in person or by proxy at the Buyer's Stockholders Meeting manner contemplated in the Final Prospectus; (m) The Company shall have approved complied with any request by the transactions contemplated by Representatives with respect to the furnishing of copies of the Final Prospectus in compliance with the provisions of Section 5(e) hereof; (n) At the Closing Date, the Representatives shall have received a certificate of the Company, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Company contained in Section 1 hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Date and (ii) the Company has complied in all respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Date; (o) At the Closing Date, the Representatives shall have received a certificate or certificates of AIG and the Selling Stockholder, dated as of the Closing Date, to the effect that (i) the representations and warranties of AIG and the Selling Stockholder contained in Section 2 hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Date and (ii) AIG and the Selling Stockholder have complied in all respects with all agreements and all conditions on their part to be performed under this Agreement at or prior to the Closing Date; (p) As of the date of the Pricing Agreement, the Representatives shall have received “lock-up agreements,” substantially in the form of Annex VIII hereto, from the persons listed on Schedule II to the Pricing Agreement; (jq) The Company Coordination Agreement shall own directly all be in full force and effect, and neither the Coordination Agreement nor the Investor Rights Agreement shall have been amended since the execution and delivery of the outstanding shares of capital stock of RAS and RAS shall own directly all Coordination Agreement; (r) All of the outstanding shares closing conditions (except the condition that the offering of capital stock of First Standard Associates Corp.the Securities by the Company hereunder has been consummated) under the Coordination Agreement shall have been satisfied or waived, and the Representatives shall have received a certificate to that effect from the Company, AIG and the Selling Stockholder; and (ks) Seller, IHCAs of the Closing Date, the Company and its Subsidiaries, as applicable, security interest in the Securities under the AIG Pledge Agreement shall have delivered been released, discharged and terminated in accordance with the documents required terms of the AIG Pledge Agreement, and the Securities shall be free and clear of all liens, encumbrances, security interests, equities, charges or claims as of such time. The Company will not be obligated to deliver the Securities hereunder unless all of the closing conditions (except the condition that the offering of the Securities by the Company hereunder has been consummated) under the Coordination Agreement shall have been satisfied or waived. The Selling Stockholder will not be delivered by them pursuant obligated to Section 9.1(a), deliver the Securities hereunder unless the Coordination Agreement shall be in form full force and content reasonably satisfactory to Buyereffect.

Conditions. The obligations obligation of Buyer the Purchaser to consummate purchase the transactions provided for hereby Bonds and the obligation of the Issuer to sell the Bonds are subject, in the discretion of Buyer, subject to the satisfaction of each of the following conditions, on or prior to the Closing Date, any of which may be waived by Buyerconditions precedent: (a) The representations of the representations Issuer, the Purchaser and warranties the Company in Article III and Article IV shall this Agreement will be true and correct when on and as of the date the Bonds are issued (“Closing Date”) as if made and at on and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date);Date. (b) SellerAs of the Closing Date, IHC no Default (as defined in the Indenture) or Event of Default (as defined in the Lease) will have occurred and be continuing, and no event will have occurred and be continuing which, with the lapse of time or the giving of notice or both, would constitute a Default or Event of Default. (c) On or before the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bonds, the Bond Ordinance and the Bond Documents by the Issuer, the Purchaser and the Company shall will have been taken, and the Issuer, the Purchaser and the Company will each have performed and satisfied in complied with all material respects all agreements agreements, covenants and covenants conditions required hereby to be performed or satisfied complied with by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of the transactions contemplated by this Agreement Bond Ordinance and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed;Bond Documents. (d) no Person that is The Indenture will have been duly executed and delivered by the Issuer, the Company, the Purchaser and the Depositary. The Lease will have been duly executed by the Issuer and the Company. Each of the Bond Documents, the Bond Ordinance and all other official action of the Issuer relating to the Bonds, the Project (as defined in the Lease) and the Bond Documents will be in full force and effect on the Closing Date and will not a party to this Agreement (have been amended, modified or an Affiliate thereof) shall have obtained a Court Order which makes supplemented on or before the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited;Closing Date. (e) there shall not have occurred any eventThe Issuer, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall and the Purchaser will have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into received the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its Affiliatesfollowing, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller;dated the Closing Date: (i) The holders (other than IHC and its Affiliates) the approving opinion of a majority ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, A Professional Corporation, Bond Counsel, substantially in the form of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this AgreementExhibit A; (jii) The Company shall own directly all the opinion of counsel to the Company, substantially in the form of Exhibit B; (iii) the opinion of the outstanding shares Attorney for the Issuer, substantially in the form set forth in Exhibit C; (iv) the opinion of capital stock counsel to the Purchaser, substantially in the form set forth in Exhibit D; (v) a certificate of RAS and RAS shall own directly all with reference to the Issuer and signed by a duly authorized officer of the outstanding shares Issuer to the effect set forth in subsections (a) and (c) of capital stock this Section 7 with respect to the Issuer; (vi) a certificate of First Standard Associates Corp.and with reference to the Company signed by a duly authorized officer of the Company to the effect set forth in subsections (a), (b) and (c) of this Section 7; (vii) a certificate of and with reference to the Purchaser signed by a duly authorized officer of the Purchaser to the effect set forth in (a) and (c) of this Section 7; (viii) a certificate of the Depositary signed by a duly authorized officer of the Depositary to the effect that (a) he or she is an authorized officer of the Depositary; (b) the Indenture has been duly executed and delivered by the Depositary; (c) the Depositary has all necessary corporate powers required to execute, deliver and perform its obligations under the Indenture; and (d) to the best of his or her knowledge, the execution and delivery by the Depositary of the Indenture and the performance by the Depositary of its obligations under the Indenture will not conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or other instrument to which the Depositary is subject or by which the Depositary is bound; (ix) such additional legal options, certificates, proceedings, instruments and other documents as any such party or Bond Counsel may reasonably request; and (kx) Selleran investment intent letter from the Purchaser in the form of the Certificate of Qualified Investor attached to the Indenture. If any conditions to the obligations of the Purchaser or the Issuer under this Agreement are not satisfied and if the satisfaction of such conditions is not waived by the Purchaser and the Issuer, IHCthen, at the Company and its Subsidiariesoption of the Purchaser or the Issuer, respectively in accordance with their interests (x) the Closing Date will be postponed for such period, not to exceed five business days, as applicable, shall have delivered the documents required may be necessary for such conditions to be delivered by them pursuant to Section 9.1(a)satisfied or (y) the obligations of the Purchaser and the Issuer under this Agreement will terminate, in form and content reasonably satisfactory to Buyerneither the Purchaser nor the Issuer will have any further obligations or liabilities under this Agreement.

Conditions. The obligations of Buyer to consummate the transactions provided for hereby are subject, in the discretion of Buyer, If with respect to the satisfaction of each Borrowed Securities, (i) the Company has not performed all of the following conditions, obligations required to be performed by it under this Agreement on or prior to the Closing DateTime or any Date of Delivery, as the case may be, (ii) any of which the conditions set forth in Section 5 hereof have not been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be, or (iii) any of the conditions set forth in the applicable Forward Sale Agreement shall not have been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be waived by Buyer: (aclauses (i) through (iii), together, the representations “Conditions”), then the Forward Seller, in its sole discretion, may elect not to borrow and warranties in Article III and Article IV shall be true and correct when made and at and as of deliver for sale to the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of Underwriters the Borrowed Securities otherwise deliverable on such date); . In addition, in the event the Forward Seller determines that in connection with establishing its commercially reasonable hedge position, in its sole judgment, the Forward Seller (bor its affiliate) Seller(x) is unable, IHC after using commercially reasonable efforts, to borrow and deliver for sale the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby full number of Borrowed Securities to be performed or satisfied by them prior borrowed and sold pursuant to or this Agreement at the Closing Date; Time or on such Date of Delivery or (cy) would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so with respect to all Consents from or any Personportion of such full number of Borrowed Securities, including without limitation those set forth on Schedule 3.7(b)then, in each case and all filings, registrations and notifications necessary to permit upon notice delivered no later than 9:00 A.M. (Eastern time) at the consummation Closing Time or Date of the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer and its Affiliates and Seller and its AffiliatesDelivery, as applicable, the Forward Seller shall have entered into a service agreement only be required to deliver for sale to the Underwriters on the Closing Time or agreements in form and substance reasonably satisfactory to each such Date of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) Delivery, as the case may be, the aggregate number of a majority of the shares of common stock of Buyer present Common Stock that the Forward Seller or its affiliate is able to borrow in person connection with establishing its hedge position at or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerbelow such cost.

Conditions. The obligations effectiveness of Buyer to consummate the transactions provided for hereby are subject, in the discretion Article 2 of Buyer, this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of this Amendment in form and substance satisfactory to the Administrative Agent and its counsel; (c) The Administrative Agent shall have received such additional documentation and information as the Administrative Agent or its legal counsel may request; (d) The representations and warranties of each Loan Party set forth herein and in all other Loan Documents shall be true and correct in all material respects or, in the case of such representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects, in each case on and as of the following conditionsdate hereof, except to the extent such representations and warranties specifically relate to any earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, or, in the case of such representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects as of such earlier date; (e) No Default shall exist; (f) The Administrative Agent shall have received all fees and other amounts due and payable pursuant to this Amendment, the Agreement or any other Loan Document on or prior to the Closing Datedate hereof, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Agreement or under any of which may be waived by Buyer:other Loan Document; and (ag) the representations and warranties All proceedings taken in Article III and Article IV shall be true and correct when made and at and as of the Closing Date as if such representations and warranties were made at such time (except that those representations and warranties which are made as of a specific date shall be true and correct only as of such date); (b) Seller, IHC and the Company shall have performed and satisfied in all material respects all agreements and covenants required hereby to be performed or satisfied by them prior to or at the Closing Date; (c) all Consents from any Person, including without limitation those set forth on Schedule 3.7(b), and all filings, registrations and notifications necessary to permit the consummation of connection with the transactions contemplated by this Agreement Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Ancillary Agreements shall have been obtained or made with no material adverse conditions being imposed; (d) no Person that is not a party to this Agreement (or an Affiliate thereof) shall have obtained a Court Order which makes the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; (e) there shall not have occurred any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (f) the Company shall have capital and surplus of no less than $21,300,000 under GAAP; (g) First Standard shall have entered into the Reinsurance Treaties as described in Section 6.13; (h) Buyer Administrative Agent and its Affiliates and Seller and its Affiliates, as applicable, shall have entered into a service agreement or agreements in form and substance reasonably satisfactory to each of Buyer and Seller; (i) The holders (other than IHC and its Affiliates) of a majority of the shares of common stock of Buyer present in person or by proxy at the Buyer's Stockholders Meeting shall have approved the transactions contemplated by this Agreement; (j) The Company shall own directly all of the outstanding shares of capital stock of RAS and RAS shall own directly all of the outstanding shares of capital stock of First Standard Associates Corp.; and (k) Seller, IHC, the Company and its Subsidiaries, as applicable, shall have delivered the documents required to be delivered by them pursuant to Section 9.1(a), in form and content reasonably satisfactory to Buyerlegal counsel.