Common use of Purchaser’s Conditions Precedent Clause in Contracts

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Sellers Seller in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material” which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale AgreementClosing. Purchaser shall have received from Sellers Seller at Closing Closing, satisfactory certificates to such effect signed by an authorized officer of each SellersSeller. (b) Sellers Seller shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers Seller before or at Closing. Purchaser shall have received from Sellers Seller at Closing Closing, satisfactory certificates to such effect signed by each Seller. (c) Sellers Seller shall have executed and delivered to Purchaser at the Closing each of the Seller Property Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there none of the Fee Properties shall not have been any suffered from a Material Adverse Effect on the CompanyEffect. (fe) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain obtained all consents and approvals listed on Schedule 5.2 hereto5.2. (hf) Closing (as defined The transactions contemplated in the Stock Purchase and Sale Agreement) Agreement shall have been consummated. (ig) The Company Seller shall have distributed to executed and delivered the Sellers Escrow Agreement and funded the same with all proceeds received amounts required by the Company under the Stock Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The Notwithstanding anything in this Agreement to the contrary, the obligations of Purchaser to consummate complete the transactions contemplated by this Agreement Closing are subject to each the satisfaction of the following additional conditions, or the written waiver of same by Purchaser, on or prior to Closing: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale AgreementClosing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each SellersSeller. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company The applicable Seller shall have paid executed a lease of the Subways (2) locations the form of which is set out in full all debt secured by any Assets either prior to or simultaneous with ClosingExhibit 9.1(e). (e) From Purchaser shall have received the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the CompanyTitle Commitments and surveys required under Section 8.9. (f) Each Seller At Closing, the Real Properties transferred shall have executed constitute at least thirteen (13) of the Purchased Owned Real Properties and delivered to Purchaser a general release Purchased Leased Real Properties in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaseraggregate. (g) Sellers There shall not have caused been after the Company Effective Date: (i) any Material Adverse Change in any of the Seller’s operations at the Locations or any of the Assets; or (ii) any sale, assignment or transfer by any Seller of any of the Assets other than in the normal, regular and customary course of business. For purposes of this Agreement, wherever it is used, “Material Adverse Change” or “Material Adverse Effect” shall mean any event, occurrence, development or state of circumstances or facts which individually or in the aggregate has had or is reasonably expected to obtain all consents result in or have a material adverse effect upon the financial condition, results of operation, business, properties, prospects, condition or operations of a material portion of the Assets or the respective Seller’s operations at the Locations; provided, however, that in determining whether there has been a material adverse change or effect, any adverse effect attributable to the following shall be disregarded: (i) general economic business or financial market conditions, including, without limitation, conditions affecting generally the industries, businesses and approvals listed on Schedule 5.2 heretocustomers served by the Locations; (ii) the announcement of this Agreement; (iii) the breach by Purchaser of this Agreement; or (iv) any change in legal requirements or generally accepted accounting principles or interpretations thereof that apply to the applicable Seller’s operation of the Locations. (h) Closing (as defined in the Purchase and Sale Agreement) No action or proceeding before a court or any other governmental agency or body shall have been consummatedinstituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement, and no governmental agency or body shall have taken any action or made any request of any party to this Agreement as a result of which Purchaser reasonably and in good faith determines that such action or request would be likely to prevent operation of the Locations substantially as presently conducted by the applicable Seller or which would be likely to Materially Adversely Effect the marketability or value of the Assets. (i) The Company Purchaser shall have distributed obtained (i) state and county UCC searches regarding Sellers and the Assets showing no liens, encumbrances, easements or restrictions against any of the Assets other than those which Sellers agree to remove on or before Closing; and (ii) judgment, bankruptcy and tax lien searches confirming that there are no judgments or tax liens against the Sellers all proceeds received by and/or the Company under the Purchase Assets which shall not be removed at Closing and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)no Seller has been declared bankrupt.

Purchaser’s Conditions Precedent. 16.1 The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Sale on the Closing Date shall be subject to each the prior completion of the following conditions: (a) The the representations and warranties made by Sellers of the Vendor contained in this Agreement shall be or in any Vendor Documents will have been true in all material respects when made and on and correct as of the date of this Agreement and shall be true and correct as of the Closing Date with the same force and effect as though if such representations and warranties were had been made on and as of such Closing Date, save and except to in any case which would not have a material adverse effect on the extent those representations and warranties may be impacted by the sale business or financial condition of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Purchaser; (b) Sellers shall the Vendor will have performed and performed, fulfilled or complied with, in all material respects with respects, all provisions of its obligations, covenants and agreements contained in this Agreement required and in any Vendor Documents to be performed fulfilled or complied with by Sellers before the Vendor at or at Closing. Purchaser shall have received from Sellers at prior to the Closing satisfactory certificates to such effect signed by each Seller.Date; (c) Sellers shall the Vendor will deliver or cause to be delivered to the Purchaser the closing documents as set forth in Section 18.1 in a form satisfactory to the Purchaser acting reasonably; (d) all proceedings to be taken in connection with the transactions contemplated in this Agreement and any Vendor Documents will be satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser will have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation or closing of such transactions and the taking of all necessary proceedings in connection therewith; (e) this Agreement, the Vendor Documents and all other documents necessary or reasonably required to consummate the Sale, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company.Purchaser; (f) Each Seller shall have executed the Purchaser completing and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by being reasonably satisfied with its due diligence on the Sellers and the Purchaser.Assets; and (g) Sellers shall have caused the Company to obtain all consents Purchaser’s receipt of a favorable title opinion in respect of the Claims and approvals listed Water Rights on Schedule 5.2 heretothe Closing Date. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of Prismic and each of the Prismic Vendors set forth in this Agreement shall be true and the applicable Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have Prismic and the Prismic Vendors having performed and complied with all of their respective material obligations, covenants and agreements required hereunder; (c) the Purchaser having reviewed and approved all materials in the possession and control of Prismic and the Majority Shareholders which are germane to the decision of the Purchaser to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (e) the Purchaser will be satisfied with its review of the Prismic Liabilities, including the Permitted Debt, and the proposal for settlement of same; (f) Prismic having provided to the Purchaser, and the Purchaser and its accountants having had a reasonable opportunity to review, the Prismic Financial Statements, and the Purchaser and its accountant being reasonably satisfied with the content of the Prismic Financial Statements taken as a whole; (g) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (h) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of Prismic and the Prismic Business are consistent, in all material respects, with the representations and warranties of Prismic and the Majority Shareholders set forth in this Agreement; (i) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (j) no claim having been asserted or made that any Person (other than the Purchaser or the Prismic Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Prismic Securities, or any other voting, equity, or ownership interest in, Prismic, or (other than the Prismic Vendors) is entitled to all or any portion of the Consideration Securities; (k) no Material Adverse Effect having occurred with respect to the Prismic Business, Prismic Assets or Prismic Securities; (l) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser's reasonable opinion, must be obtained prior to the Closing in order to give effect to the acquisition of the Prismic Securities and the Transaction, including the CSE, having been obtained to the Purchaser's satisfaction or in accordance with any applicable Contracts or Applicable Laws; (m) Prismic, the Majority Shareholders and the Prismic Vendors (in their capacity as shareholders of Prismic) having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Prismic Securities will be transferred to the Purchaser free and clear of any encumbrances, adverse claim, right or interest; (n) the termination of the Prismic Shareholder Agreement, which is to be effective at or prior to the Closing; (o) as at the Closing, Prismic having no Liabilities other than as set out in the Prismic Disclosure Statement; (p) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Securities to each Prismic Vendor; (q) the Purchaser Board having approved the entry into and the Closing of this Agreement and the transactions contemplated hereby, including the issuance of the Consideration Securities; (r) the Purchaser having received from Prismic and the Prismic Vendors the following Transaction Documents: (i) certified copies of resolutions of the Prismic Board and, if applicable, the Prismic Vendors approving: the entry into and the Closing of this Agreement and the transactions contemplated hereby, the transfer of the Prismic Securities to the Purchaser, the registration of the Prismic Securities in the name of the Purchaser, the issue of certificates representing Prismic Securities registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) a certificate executed by an officer of Prismic certifying that: (A) the representations and warranties of Prismic set forth in this Agreement are true and correct in all material respects as at the Closing, (B) Prismic has performed and complied with all provisions of this Agreement its material obligations, covenants and agreements required to be performed hereunder, and (C) all conditions precedent of Prismic for completion of the transactions contemplated herein have been satisfied or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.waived, (ciii) Sellers shall have from each Prismic Vendor, a duly executed Certificate and delivered to Purchaser at the Closing each of the Seller Documents Escrow Agreement, and such additional any other documents as may be reasonably requested required by the Purchaser, (iv) executed employment agreements from each of Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxx, in form mutually agreed by each of them and the Purchaser; (v) a copy of any drag-along notice delivery by the Majority Shareholders to the other Prismic Vendors pursuant to the Prismic Shareholder Agreement, if applicable, (vi) a certified copy of the central securities register of Prismic evidencing the Purchaser as the sole registered owner of the Prismic Securities, (vii) certificates from each of the Prismic Vendors duly executed by such Prismic Vendor under penalties of perjury, certifying that such Prismic Vendor is not a "foreign person" as defined in order Section 1445 of the Code, (viii) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to consummate effect and evidence the transactions transfer of the Prismic Securities to the Purchaser, free and clear of all Liens, and (ix) the corporate minute books and all other books and records of Prismic; (s) the Purchaser having reviewed, and being satisfied with, the tax and securities implications of the Transaction contemplated by this Agreement.; and (dt) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor having received such evidence of Company and Purchaser and their Affiliates in a form value to be mutually agreed upon received by the Sellers and Purchaser for the Consideration Securities as is satisfactory to the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations Notwithstanding anything herein contained, the obligation of the Purchaser to consummate complete the purchase of the Purchased Assets is conditional upon the fulfillment of the following conditions precedent: a) the representations and warranties of the Vendor contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Sellers in this Agreement hereby shall be true in all material respects when made and on and as of the date of Closing Date with the same effect as though such representations and warranties were had been made on and as of Closing except Date, except: i) to the extent those that any of such representations and warranties may be impacted have been waived by the sale Purchaser or affected by the transactions between the parties contemplated hereby; or ii) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; b) all of the Property pursuant to covenants, agreements and deliveries of the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required Vendor to be performed or complied with by Sellers on or before or at Closing. Purchaser the Closing Date pursuant to the terms of this Agreement shall have received from Sellers at Closing satisfactory certificates been duly performed or complied with, except to the extent that such effect signed performance or compliance has been waived by each Seller.the Purchaser or is prevented by a default by the Purchaser in the performance of its obligations hereunder; (c) Sellers shall have executed and delivered subject to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. Section 4.1 (d) Company shall have paid in full all debt secured by any Assets either ), since the date hereof and prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there : i) the Vendor shall not have been experienced any Material Adverse Effect on event or condition or have taken any action of any character; and ii) no substantial damage by fire, negligence or otherwise to the Company. (f) Each Seller Purchased Assets shall have executed occurred, which shall have materially and delivered adversely affected any of the Purchased Assets or the right of the Purchaser to Purchaser a general release in favor the full enjoyment of Company the Purchased Assets or that materially and Purchaser and their Affiliates in a form adversely reduced the value of the Purchased Assets to be mutually agreed upon by the Sellers and the Purchaser.; and (gd) Sellers on or before the Closing Date: i) no Governmental Authority shall have caused enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect any of the Company Purchased Assets or the right of the Purchaser to obtain all consents the full enjoyment of the Purchased Assets; and ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the transactions contemplated hereunder and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) no action or proceeding shall have been consummatedinstituted and remain pending before any such court or administrative tribunal to restrain or prohibit the transactions contemplated hereby. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The Purchaser’s obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each Closing shall be conditioned upon the satisfaction or waiver of the following conditionsfollowing: (a) a. The representations representations, warranties, and warranties covenants of Seller made by Sellers in this Agreement herein shall be have been true in all material respects when made and on and as of at all times after the date of when made, to and including the Closing Date, with the same force and effect as though such representations and warranties were if made on and as of each such times, including the Closing except to Date. b. As of the extent those representations and warranties may be impacted by Closing Date, the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed Transferred Assets by an authorized officer Seller or any of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated hereby are not prohibited by this Agreementany stay or injunction in any litigation, governmental action, or other proceeding, including, without limitation, the “automatic stay” under 11 U.S.C. § 362 in any pending case under title 11 of the United States Code by or against Debtor. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each c. Seller shall have executed and delivered to Purchaser a general release Xxxx of Sale in favor the form attached as Exhibit “B” hereto, with respect to the Transferred Assets. d. Seller shall have enforced its security interest in the Transferred Assets effective as of Company its receipt of the payment in good funds, of the Purchase Price. e. Borrower shall have executed and delivered to Purchaser assignments, in form and their Affiliates substance satisfactory to Purchaser, of the intellectual property rights listed on Part I of Exhibit “E”. f. Seller shall have obtained and delivered to Purchaser consents to the transactions contemplated by this Agreement, in form and substance satisfactory to Purchaser, from the Borrower’s contractual counterparties to the agreements listed on Part II of Exhibit “E”. g. Purchaser shall have obtained from the Borrower’s lessor a lease, in form and substance satisfactory to be mutually agreed upon by Purchaser, to the Sellers leased premises described in Part III of Exhibit “E” (the “Transferred Premises”). h. Borrower shall have delivered to Purchaser possession of the Transferred Assets and the PurchaserTransferred Premises. (g) Sellers i. Borrower shall have caused the Company delivered evidence reasonably satisfactory to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. Purchaser (i) The Company shall have distributed to the Sellers that all proceeds received insurance policies historically maintained by the Company under Borrower are in effect as of the Purchase Closing Date, and Sale Agreement, including but not limited (ii) of the binding of a six year tail for a product liability policy reasonably acceptable to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)Purchaser.

Purchaser’s Conditions Precedent. The Notwithstanding anything in this Agreement to the contrary, the obligations of Purchaser to consummate complete the transactions contemplated by this Agreement Closing are subject to each the satisfaction of the following additional conditions, or the written waiver of same by Purchaser, on or prior to Closing: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale AgreementClosing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each SellersSeller. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company The applicable Seller shall have paid executed a lease of the Subways (2) locations the form of which is set out in full all debt secured by any Assets either prior to or simultaneous with Closing.Exhibit 9.1 (e) From Purchaser shall have received the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the CompanyTitle Commitments and surveys required under Section 8.9. (f) Each Seller At Closing, the Real Properties transferred shall have executed constitute at least thirteen (13) of the Purchased Owned Real Properties and delivered to Purchaser a general release Purchased Leased Real Properties in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaseraggregate. (g) Sellers There shall not have caused been after the Company Effective Date: (i) any Material Adverse Change in any of the Seller’s operations at the Locations or any of the Assets; or (ii) any sale, assignment or transfer by any Seller of any of the Assets other than in the normal, regular and customary course of business. For purposes of this Agreement, wherever it is used, “Material Adverse Change” or “Material Adverse Effect” shall mean any event, occurrence, development or state of circumstances or facts which individually or in the aggregate has had or is reasonably expected to obtain all consents result in or have a material adverse effect upon the financial condition, results of operation, business, properties, prospects, condition or operations of a material portion of the Assets or the respective Seller’s operations at the Locations; provided, however, that in determining whether there has been a material adverse change or effect, any adverse effect attributable to the following shall be disregarded: (i) general economic business or financial market conditions, including, without limitation, conditions affecting generally the industries, businesses and approvals listed on Schedule 5.2 heretocustomers served by the Locations; (ii) the announcement of this Agreement; (iii) the breach by Purchaser of this Agreement; or (iv) any change in legal requirements or generally accepted accounting principles or interpretations thereof that apply to the applicable Seller’s operation of the Locations. (h) Closing (as defined in the Purchase and Sale Agreement) No action or proceeding before a court or any other governmental agency or body shall have been consummatedinstituted or threatened to restrain or prohibit any of the transactions contemplated in this Agreement, and no governmental agency or body shall have taken any action or made any request of any party to this Agreement as a result of which Purchaser reasonably and in good faith determines that such action or request would be likely to prevent operation of the Locations substantially as presently conducted by the applicable Seller or which would be likely to Materially Adversely Effect the marketability or value of the Assets. (i) The Company Purchaser shall have distributed obtained (i) state and county UCC searches regarding Sellers and the Assets showing no liens, encumbrances, easements or restrictions against any of the Assets other than those which Sellers agree to remove on or before Closing; and (ii) judgment, bankruptcy and tax lien searches confirming that there are no judgments or tax liens against the Sellers all proceeds received by and/or the Company under the Purchase Assets which shall not be removed at Closing and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)no Seller has been declared bankrupt.

Purchaser’s Conditions Precedent. 8.1 Purchaser’s Conditions Precedent The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target and Target Vendor set forth in this Agreement shall be true and the Target Vendor Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Target and the Target Vendor having performed and complied in all material respects with all provisions of this Agreement their respective material obligations, covenants and agreements required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.hereunder; (c) Sellers shall have the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (d) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in all material respects, with the representations and warranties of the Target and the Target Vendor set forth in this Agreement; (e) the receipt by the Purchaser of a third-party valuation of the Target, in form and substance reasonably satisfactory to the Purchaser, which values the Target Shares as being equal to or greater than the Purchase Price; (f) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser.; (g) Sellers shall have caused all of the Company to obtain all consents and approvals listed on Schedule 5.2 hereto.outstanding Target Shares will be exchanged for Consideration Shares in accordance with the terms hereof; (h) Closing (as defined no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Purchase Transaction, and Sale Agreement) shall have no action or Proceeding having been consummated. instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; CW15174242.2 (i) The Company shall have distributed no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendor) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Sellers Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendor) are entitled to all proceeds received by or any portion of the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).Consideration Shares;

Purchaser’s Conditions Precedent. 6.1 The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are on the Closing Date shall be subject to each the prior completion of the following conditions: (a) The Purchaser will have received conditional or final Exchange Acceptance for the issuance of the Consideration Shares and Warrants, and any other regulatory approval that may be required. (b) The representations and warranties made by Sellers of the Seller contained in this Agreement shall be or in any of the Low Energy Cartridge (LEC) Documents will have been true in all material respects when made and on and correct as of the date of Closing this Agreement and shall be true and correct as though of the Effective Date, with the same force and effect as if such representations and warranties were had been made on and as of Closing such Effective Date, save and except to in any respect which would not have a material adverse effect on the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Assets; (bc) Sellers shall The Seller will have performed and performed, fulfilled or complied with, in all material respects with respects, all provisions of its obligations, covenants and agreements contained in this Agreement required to be performed fulfilled or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order at or prior to consummate the transactions contemplated by this Agreement.Effective Date; (d) Company shall have paid The Seller will deliver or cause to be delivered to the Purchaser the closing documents as set forth in full all debt secured by any Assets either prior Section 4 in a form satisfactory to or simultaneous with Closing.the Purchaser, acting reasonably; (e) From There will not be in force any order or decree restraining or enjoining the Effective Date to con- summation of the Closing Date, there shall not have been any Material Adverse Effect on the Company.transactions contemplated hereby; and (f) Each Seller shall have executed received and delivered to the Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form an executed legal opinion that is satisfactory to be mutually agreed upon by the Sellers and the Purchaser, acting reasonably, from outside intellectual property counsel with respect to intellectual property under this Agreement and potential for violation of any third-party rights. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material”, “Material Adverse Effect” or similar words or which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale AgreementClosing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers Sellers, Company and Purchased Subsidiary shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets Indebtedness either prior to or simultaneous with Closing. (e) From the Effective Date date hereof to the Closing Date, there shall not have been any Material Adverse Effect on Company, the CompanyAssets or the Locations. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing The satisfaction by Team Investments of all the conditions precedent to closing set forth in Section 9.2 of that certain Purchase and Sale Agreement (except for such conditions which by their terms were intended to be satisfied at the closing) and Team Investments’ simultaneous closing (or being ready, willing and able to close) on the transactions contemplated in that certain Purchase and Sale Agreement. (i) Seller shall have paid all amounts due and owing under any Benefit Plans, including any amounts under any deferred compensation plans, stay bonus agreements, or any plan or Contract which becomes due as defined in a result of the transactions contemplated by this Agreement or the Purchase and Sale Agreement. (j) The 401(k) Plan and each of the Nonqualified Plans shall have been consummatedterminated by Company. (ik) The Company Purchaser shall have distributed to be in possession of the Sellers all proceeds received by following Permits and Environmental Permits: (x) for the Company licenses identified on Schedule 5.10 under the Purchase headings “Tobacco Licenses,” “Beer Licenses,” “Liquor Licenses” and Sale Agreement“Gasoline Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 95% of the of total LTM Store Level EBITDA for the twelve month period ended November 30, including but not limited to 2014 and (y) for the Purchase Price (as that term is defined licenses identified on Schedule 5.10 under the headings “Soda Licenses,” “Food Processing Licenses,” “Minnow Licenses,” “Video Licenses” and “Fire Protection Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 75% of the Purchase and Sale Agreement)total LTM Store Level EBITDA for the twelve month period ended November 30, 2014.

Purchaser’s Conditions Precedent. The obligations Purchaser’s obligation to purchase and accept delivery of Purchaser to consummate the transactions contemplated by this Agreement are Aircraft from Sellers shall be subject to the satisfaction or waiver by Purchaser of each of the following conditions: (a) a. Each Seller shall have obtained all the approvals, duly authorized and executed, required in accordance with its respective by-laws and articles of association and each Seller shall have performed all of its respective obligations hereunder due to be performed on or before the Closing Date; b. Each of Sellers and Lessee shall have obtained all the approvals, duly authorized and executed, required in accordance with its respective by-laws and articles of association and shall have delivered to Purchaser the Assignment Agreement, and the Assignment Agreement shall be in full force and effect and each of Sellers and Lessee shall have performed all of its respective obligations thereunder due to be performed on or before the Closing Date; c. The representations and warranties made by of each of Sellers and Lessee in this Agreement the Sale Documents shall be true and correct as of the Closing (other than those representations and warranties which refer to a specific date which shall be true and correct as of such dates); d. The Aircraft shall not have incurred (a) an Event of Loss nor (b) since the Inspection Completion Date, any damage which exceeds or would reasonably be expected to exceed One Million U.S. Dollars (USD $1,000,000) to repair; e. Purchaser shall have received evidence of Sellers’ title to the Aircraft free and clear of any liens and encumbrances that is reasonably satisfactory to Purchaser, pursuant to the Certificate (Certidão de Inteiro Teor) issued by the Brazilian Aeronautical Registry; f. Purchaser shall have received the Title Insurance Policy; g. All of the conditions precedent as set forth in all material respects when the Assignment Agreement shall have been either waived or satisfied; h. Purchaser shall have received an insurance and reinsurance certificate and reinsurance broker’s letter, evidencing Lessee’s compliance with the insurance provisions of the Leases as assigned pursuant to the Assignment Agreement and otherwise in the form of the currently issued certificates; i. No change shall have occurred after the date of this Agreement under any Applicable Law which would make it illegal for either Purchaser or Sellers to perform any of their respective obligations under the Sale Documents; provided, that if any such change has occurred, the parties shall use commercially reasonable efforts to restructure the transactions contemplated by such documents so to avoid the aforementioned illegality; j. All filings, recordings and registrations with the Aviation Authority necessary for Purchaser to protect its interests in the Aircraft and the Leases shall have been made at or before the Closing, or Purchaser shall be reasonably satisfied that such filings, recordings and on registrations will be made shortly following the Closing; k. Purchaser shall be satisfied that no Transfer Taxes shall be payable by Purchaser in connection with the transactions contemplated hereby, and Sellers and Purchaser shall have received from Lessee confirmation that each Aircraft is located at its applicable Delivery Location; l. At the Delivery Time, each Aircraft shall be in substantially the same or better condition as of the date of Closing the Inspection Completion Date, ordinary wear and tear as though such representations and warranties were made on and as a result of Closing except Lessee’s utilization under the Leases excepted; m. There shall have been no adverse change to the extent those representations business of Air Amazonia since the date of execution of this Agreement; n. All conditions precedent under the Amended and warranties may be impacted by Restated Leases required from the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser Lessee shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.been duly performed and/or provided; (b) o. Sellers shall have performed and complied in all material respects with all provisions of this Agreement required delivered or caused to be performed delivered the Process Agent Power of Attorney, duly notarized (in respect to the signatories inside Brazil, including the signature of two witnesses thereof) and consularized (in respect to the signatories outside the United States of America), translated by a sworn public translator; p. Evidence that Sellers have appointed the United States of America Process Agent as agent for service of process, which appointment shall take the form of a letter, contract or complied with other similar document executed respectively by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (United States of America Process Agent, as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (well as that term is defined in the Purchase and Sale Agreement).a Process Agent Power of Attorney;

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target and the Target Vendors set forth in this Agreement shall be true and the applicable Target Vendor Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Target and the Target Vendors having performed and complied in all material respects with all provisions of this Agreement their respective material obligations, covenants and agreements required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.hereunder; (c) Sellers shall have this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (d) all of the outstanding Target Shares will be exchanged for the Cash Consideration in accordance with the terms hereof; (e) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (f) no claim having been asserted or made that any Person (other than the Purchaser at or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Cash Consideration; (g) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate give effect to the purchase of the Target Shares and the Transaction, including the approval of the Canadian Securities Exchange and the holders of the Purchaser Shares (each if applicable) (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (h) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Encumbrances, adverse claim, right or interest; (i) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the payment of the Cash Consideration; (j) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement., (dii) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing.from each Target Vendor, a duly executed Target Vendor Certificate, (eiii) From all such instruments of transfer, duly executed, which in the Effective Date opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Target Shares to the Closing DatePurchaser, there shall not have been any Material Adverse Effect on the Company.free and clear of all Liens, and (fiv) Each Seller shall have executed the corporate minute books and delivered to all other books and records of the Target; and (k) the Purchaser a general release in favor having received such evidence of Company and Purchaser and their Affiliates in a form value to be mutually agreed upon received by the Sellers and Purchaser for the Cash Consideration as is satisfactory to the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. 6.1 Purchaser’s Conditions Precedent The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target and Target Shareholders set forth in this Agreement shall be true and the applicable Target Shareholder Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Target and the Target Shareholders having performed and complied in all material respects with all provisions of this Agreement their respective material obligations, covenants and agreements required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.hereunder; (c) Sellers shall have the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (d) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in all material respects, with the representations and warranties of the Target and the Target Shareholders set forth in this Agreement; (e) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company.Purchaser; (f) Each Seller shall have executed and delivered to Purchaser a general release all of the outstanding Target Shares will be exchanged for Consideration Shares in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by accordance with the Sellers and the Purchaser.terms hereof; (g) Sellers shall have caused no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Company Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to obtain all consents and approvals listed on Schedule 5.2 hereto.restrain or prohibit the Transaction; (h) Closing no claim having been asserted or made that any Person (as defined in other than the Purchase and Sale AgreementPurchaser or the Target Shareholders) shall have been consummated.is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Shareholders) are entitled to all or any portion of the Consideration Shares; (i) The Company shall have distributed all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Sellers Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; (ii) all proceeds received by other transactions related to the Company under the Purchase and Sale Agreementforegoing, including but not limited any approval of the holders of the Purchaser Shares, if applicable, having been obtained to the Purchase Price Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (as j) the Target and the Target Shareholders having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that term is defined in the Purchase Target Shares will be transferred to the Purchaser free and Sale Agreement).clear of any Encumbrances, adverse claim, right or interest; (k) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Shareholders; (l) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (m) the Purchaser having received from the Target and the Target Shareholders the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: (A) the entry into, and the Closing of, this Agreement and the transactions contemplated hereby,

Purchaser’s Conditions Precedent. The obligations of Purchaser is not obligated to consummate the transactions contemplated by perform under this Agreement are subject to each Contract unless all of the following conditionsconditions precedent are satisfied (or waived in writing by Purchaser) and are otherwise true and correct as of the Closing Date: (a) The representations Seller has substantially completed the Improvements in accordance with the architectural plans, drawings and warranties made by Sellers in this Agreement shall be true in specifications and has obtained a certificate of occupancy or its equivalent from all material respects when made and on and as necessary governmental authority to allow the occupation of the date of Closing Improvements as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellersa surgical hospital. (b) Sellers Tenant shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers obtained at Closing satisfactory certificates all necessary permits and approvals necessary to such effect signed by each Sellerpermit Tenant operate the Improvements as a surgical hospital as intended under the terms of the Lease. (c) Sellers shall Seller and Purchaser have executed and delivered to Purchaser at the Closing each entered into an Assignment of the Seller Documents and such additional documents Lease as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreementdescribed herein. (d) Company shall have paid Seller has performed all of its covenants, agreements, and obligations under this Contract in full all debt secured by any Assets either prior to or simultaneous with Closingmaterial respects and is otherwise not in default. (e) From Either: (i)_ The Closing (as defined therein) of the Effective Date MOB Purchase Transaction, including the extinguishment of the Ground Lease, or (ii) Seller has executed an assignment and assumption of the Ground Lease, in form and substance acceptable to the Closing DatePurchaser, there shall not have been any Material Adverse Effect on the Companyassigning its rights as landlord upon Closing. (f) Each Seller shall have executed From and after the expiration of the Review Period, there has been no material adverse change in the physical or environmental condition of the Property, in the matters reflected in the Title Commitment, the Survey, or the operating statements delivered to, or reviewed by, Purchaser hereunder since the date of delivery, approval or review, as applicable, of such items, except to Purchaser a general release reflect those items approved or otherwise created in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon writing by the Sellers and the Purchaser. (g) Sellers Tenant and Seller shall have caused executed the Company to obtain all consents and approvals listed on Schedule 5.2 hereto.Waiver of ROFO; (h) Closing (as defined in the Purchase Amendment to Lease Agreement, executed by Seller, Tenant and Sale Agreement) shall have been consummatedPurchaser. (i) The Company parties shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to executed an agreement confirming the Purchase Price calculation. Notwithstanding the generality of the foregoing, Purchaser shall use reasonable efforts to satisfy all of the foregoing conditions precedent. If Purchaser is unable to satisfy all of the foregoing conditions precedent, Purchaser may waive one or more conditions precedent, extend the Closing Date for up to an additional fifteen (as that term is defined 15) days to permit satisfaction of the applicable conditions precedent or terminate this Contract, in any such event by written notice to Seller. If Purchaser elects to close, Purchaser will be deemed to have waived any conditions actually known by Purchaser to be unsatisfied at the Purchase and Sale Agreement)Closing.

Purchaser’s Conditions Precedent. The obligations obligation of Purchaser to consummate purchase Vendor's interest in and to the transactions contemplated by this Agreement are Assets is subject to each of the following conditions:conditions precedent, which are for the exclusive benefit of Purchaser and may be waived by Purchaser in the manner herein provided for notice under clauses 11.1(a)(i) or (ii): (a) The from the date of this Agreement to the Closing Date, there shall have been no material, adverse damage or change to the Assets; (b) the representations and warranties made by Sellers in this Agreement of Vendor shall be true and correct in all material respects when made and on and as of the date of Closing as though such representations Date and warranties were made on and as of Closing except a Certificate to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser that effect shall have received from Sellers been delivered by Vendor to Purchaser at Closing; and (c) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have been timely performed and complied in all material respects with all provisions of this Agreement required and a Certificate to be performed or complied with by Sellers before or at Closing. Purchaser that effect shall have received from Sellers at Closing satisfactory certificates to such effect signed been delivered by each Seller. (c) Sellers shall have executed and delivered Vendor to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this AgreementClosing. (d) Company Vendor shall have paid in full delivered to Purchaser the General Conveyance, the Specific conveyances, and all debt secured by any Assets either prior other documents required to or simultaneous with Closingbe delivered at Closing as specified herein. (e) From Vendor shall have delivered to Purchaser, at no cost to Purchaser, registrable discharges of all security interests affecting the Effective Date Assets or "no interest" letters, acceptable to Purchaser, with respect to (f) Rights of First Refusal: All Rights of First Refusal will have been exercised, been waived or lapsed by the effluxion of time at or prior to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects (except for those representations and warranties modified by the word “material”, “Material Adverse Effect” or similar words or which shall be true and correct) when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale AgreementClosing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers Sellers, Company and Purchased Subsidiary shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets Indebtedness either prior to or simultaneous with Closing. (e) From the Effective Date date hereof to the Closing Date, there shall not have been any Material Adverse Effect on Company, the CompanyAssets or the Locations. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing The satisfaction by Team Investments of all the conditions precedent to closing set forth in Section 9.2 of that certain Purchase and Sale Agreement (except for such conditions which by their terms were intended to be satisfied at the closing) and Team Investments’ simultaneous closing (or being ready, willing and able to close) on the transactions contemplated in that certain Purchase and Sale Agreement. (i) Seller shall have paid all amounts due and owing under any Benefit Plans, including any amounts under any deferred compensation plans, stay bonus agreements, or any plan or Contract which becomes due as defined in a result of the transactions contemplated by this Agreement or the Purchase and Sale Agreement. (j) The 401(k) Plan and each of the Nonqualified Plans shall have been consummatedterminated by Company. (ik) The Purchaser shall be in possession of the following Permits and Environmental Permits: (x) for the licenses identified on Schedule 5.10 under the headings “Tobacco Licenses,” “Beer Licenses,” “Liquor Licenses” and “Gasoline Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 95% of the of total LTM Store Level EBITDA for the twelve month period ended November 30, 2014 and (y) for the licenses identified on Schedule 5.10 under the headings “Soda Licenses,” “Food Processing Licenses,” “Minnow Licenses,” “Video Licenses” and “Fire Protection Licenses,” Purchaser shall be in possession of Permits and Environmental Permits for Locations which accounted for 75% of the total LTM Store Level EBITDA for the twelve month period ended November 30, 2014. (l) SuperAmerica shall have consented to the consummation of the transactions contemplated in this Agreement, and to the extent that SuperAmerica has not exercised the SuperAmerica ROFR with respect to some or all the Expired SuperAmerica Locations, except as otherwise agreed by Purchaser and Sellers, Purchaser and SuperAmerica shall have entered into amendments to the applicable SuperAmerica Franchise Agreements for such Expired SuperAmerica Locations, in a form reasonably acceptable to Purchaser and Sellers. (m) Except with respect to Locations 1 and 35, Company shall have distributed to be the Sellers record owner of all proceeds received by of the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)Owned Real Properties.

Purchaser’s Conditions Precedent. The obligations Notwithstanding anything herein contained, the obligation of the Purchaser to consummate pay the transactions contemplated by this Agreement are subject Purchase Price for the transfer of the Interest to each the Purchaser is conditional upon the fulfillment of the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Vendor contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true in all material respects when made and on and as of the date of Closing Date, except: (i) insofar as though such representations and warranties were made on and are given as of Closing except a particular date or for a particular period and relate solely to such date or period; or (ii) to the extent those representations and warranties may be impacted by that the sale breach of this provision would not have any material adverse effect on the Property pursuant to Purchaser, the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each SellersJoint Venture or the Business. (b) Sellers shall have performed all of the covenants, agreements and complied in all material respects with all provisions deliveries of this Agreement required the Vendor to be performed or complied with by Sellers with, on, or before or at Closing. Purchaser the Closing date pursuant to the terms of this Agreement shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.been duly performed or complied with; (c) Sellers shall all consents or approvals required to be obtained by the Vendor forth the purpose of selling, assigning or transferring the Interest to the Purchaser have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement.been obtained; (d) Company shall all approvals required to be obtained from Government Authorities with respect to such transfers or reassurance of Permits have paid in full all debt secured by any Assets either prior been obtained or to the extent that the breach of this provision would not have material adverse effect on the Purchaser or simultaneous with Closingthe Business. (e) From Since the Effective Date date hereof and prior to the Closing Date, there : (i) the Vendor shall not have been experienced any Material Adverse Effect on event or condition or have taken any action of any character; and, (ii) no substantial damage by fire, negligence or otherwise to the Company.property underlying the Asset shall have occurred, (f) Each Seller on or before the Closing Date: (i) no Governmental Authority shall have executed enacted any statute, regulation or bylaws or announced any policy that will materially and delivered adversely affect the Joint Venture, the Business, the Asset or the right of the Purchaser to Purchaser the full enjoinment of same; and, (ii) no injunction or restraining order of a general release court or administrative tribunal or competent jurisdiction shall be in favor of Company effect which prohibits the transactions contemplated hereunder and Purchaser no action or proceeding shall have been instituted and their Affiliates in a form remain pending before any such court or administrative tribunal to be mutually agreed upon by restrain or prohibit the Sellers and the Purchaser.transactions contemplated hereby; (g) Sellers shall have caused within 45 days from the Company Effective Date, the Purchaser has completed its due diligence investigations, the results of which are satisfactory solely to obtain all consents and approvals listed on Schedule 5.2 hereto.the Purchaser in its own discretion; and, (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received receipt by the Company under Purchaser, prior to Closing, of such consents from such parties as are required to acquire the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)Interest.

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target and the Target Vendors set forth in this Agreement shall be true and the Target Vendor Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Target and the Target Vendors having performed and complied with all of their respective material obligations, covenants and agreements required hereunder; (c) the Purchaser having reviewed and approved all materials in the possession and control of the Target and the Target Vendors which are germane to the decision of the Purchaser to proceed with the Transaction; (d) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (e) the Concurrent Financing having been completed; (f) the Target having provided to the Purchaser, and the Purchaser and its accountant having had a reasonable opportunity to review, the Target Financial Statements, and the Purchaser and its accountant being satisfied with the content of the Target Financial Statements; (g) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (h) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in all material respects, with the representations and warranties of the Target and the Target Vendors set forth in this Agreement; (i) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (j) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Securities, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Consideration Shares; (k) no Material Adverse Effect having occurred with respect to the Target Business, the Target Assets or the Target Securities; (l) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Target Securities and the Transaction, including the CSE and the Purchaser’s shareholders (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (m) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Securities will be transferred to the Purchaser free and clear of any encumbrances, adverse claim, right or interest; (n) as at the Closing, the Target having Liabilities of no more than $100,000, excluding the Bridge Loan and any amount not drawn down under the Target’s current line of credit with J&J Ventures LLC; (o) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to each Target Vendor; (p) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the transactions contemplated hereby, including the issuance of the Consideration Shares; (q) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board and Target Vendors approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Securities to the Purchaser, the registration of the Target Securities in the name of the Purchaser, the issue of certificates representing the Target Securities registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) a certificate executed by an officer of the Target certifying that: (A) the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Target has performed and complied with all provisions of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Target for completion of the transactions contemplated herein have been satisfied or waived, (iii) a legal opinion from legal counsel to the Target with respect to, among other things, the corporate status of the Target, the enforceability of this Agreement required Agreement, the due and valid allotment and issuance of the Target Securities, the number of Target Securities outstanding, and the transfer of the Target Securities to be performed or complied with by Sellers before or at Closing. the Purchaser, in form and substance reasonably satisfactory to the Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.and its legal counsel, (civ) Sellers shall have from each Target Vendor, a duly executed Target Vendor Certificate, (v) from each Target Vendor, a duly executed Escrow Agreement and delivered to Purchaser at any documents required by the Closing each CSE, (vi) a certified copy of the Seller Documents central securities register of the Target evidencing the Purchaser as the sole registered owner of the Target Securities, (vii) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and such additional documents as may be reasonably requested by evidence the transfer of the Target Securities to the Purchaser, free and clear of all Liens, and (viii) the corporate minute books and all other books and records of the Target; (r) the Purchaser in order to consummate having reviewed, and being satisfied with, the transactions tax and securities implications of the Transaction contemplated by this Agreement.; and (ds) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor having received such evidence of Company and Purchaser and their Affiliates in a form value to be mutually agreed upon received by the Sellers and Purchaser for the Consideration Shares as is satisfactory to the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Targets and the Target Vendor set forth in this Agreement shall be true being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Targets and the Target Vendor having performed and complied in all material respects with all provisions of this Agreement their respective material obligations, covenants and agreements required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.hereunder; (c) Sellers shall have the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (d) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of each of the Targets and the Target Business are consistent, in all material respects, with the representations and warranties of each of the Targets and the Target Vendor set forth in this Agreement; (e) the Purchaser Shares having been conditionally accepted for listing on the CSE, and having been delisted from the TSXV; (f) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (g) all of the outstanding Target Shares will be exchanged for Consideration Shares in accordance with the terms hereof; (h) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (i) no claim having been asserted or made that any Person (other than the Purchaser at or the Target Vendor) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, either of the Targets, or (other than the Target Vendor) is entitled to all or any portion of the Consideration Shares; (j) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; (ii) all other transactions related to the foregoing, including any approval of the TSXV, the CSE or the holders of the Purchaser Shares (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (k) each of the Seller Documents Targets, and such additional documents as may the Target Vendor, having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be reasonably requested by transferred to the Purchaser in order free and clear of any Encumbrances, adverse claim, right or interest; (l) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to consummate the Target Vendor; (m) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (n) the Purchaser having received from each of the Targets, and the Target Vendor, the following Transaction Documents: (i) copies of resolutions of the Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement.; (dii) Company all such instruments of transfer or certificates, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Target Shares to the Purchaser, free and clear of all Liens; (iii) a copy of the central securities register of each of the Targets evidencing the Purchaser as the sole registered owner of the Target Securities, and (iv) the corporate minute books and all other books and records of each of the Targets; and (o) neither of the Targets shall have paid in full all debt secured by any Assets either Liabilities immediately prior to or simultaneous with the Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations of Purchaser shall not be obligated to consummate the transactions contemplated by perform under this Agreement are subject to each unless all of the following conditionsconditions precedent are satisfied (or waived in writing by Purchaser) and are otherwise true and correct as of the Closing Date: (a) The All of Seller’s representations and warranties made by Sellers in this Agreement shall be true and correct in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellersrespects. (b) Sellers Seller shall have performed all of its covenants, agreements, and complied obligations under this Agreement in all material respects with all provisions of this Agreement required to and shall otherwise not be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Sellerin default. (c) Sellers There shall not have been any material adverse change with respect to the Property or the matters reflected in the Title Commitment or the Updated Survey as approved by Purchaser during the Review Period, except to reflect those items otherwise authorized by this Agreement or approved or otherwise created in writing by Purchaser. (d) Purchaser, as landlord, and Facility Tenant, as tenant, shall have executed and delivered to the other the Facility Lease in substantially the form attached hereto as Exhibit F hereto (which shall be in a form mutually acceptable to the Parties); and Guarantor shall have executed and delivered to Purchaser at the Closing each of Facility Lease Guaranty (in the Seller Documents and such additional documents form attached as may be reasonably requested by Purchaser in order an exhibit to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closingexecuted Facility Lease). (e) From the Effective Date There shall not be outstanding any past due (i) taxes and other assessments applicable to the Closing DateProperty, there shall not have been any Material Adverse Effect on or (ii) gas, electricity or other utility charges applicable to the CompanyProperty. (f) Each Seller All necessary licenses and other governmental consents, approvals and certifications required in connection with the operation of the Facilities by Facility Tenant as drug and alcohol outpatient treatment centers and sober lodging facilities shall be in full force and effect without any waivers or conditions, and any and all necessary governmental inspections and approvals required in connection with the transactions contemplated hereby shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaserbeen favorably completed. (g) Sellers All necessary governmental consents, approvals and notifications shall have caused been obtained or completed in accordance with applicable law for the Company transfer of the ownership of the Property to obtain Purchaser. The Parties will provide any and all consents and approvals listed on Schedule 5.2 heretoinformation necessary with regard to the foregoing. (h) Closing The Commencement Date (as such term is defined in the Purchase and Sale AgreementFacility Lease) shall have been consummatedoccurred or shall occur simultaneously with the Closing. (i) The Company This Agreement and the transaction contemplated herein shall have distributed to the Sellers all proceeds received been approved by the Company under Investment Committee and the Purchase Board of Directors of MedEquities Realty Trust, Inc., the parent company of Purchaser. Seller shall use reasonable efforts to satisfy each of the conditions precedent set forth in this Section 9.01. If any of the foregoing conditions precedent in this Section 9.01 shall not be satisfied as of the Closing Date, Purchaser may either (a) waive in writing any unsatisfied conditions and Sale Agreementproceed to close the transaction, including but not limited (b) elect to extend the Purchase Price Outside Closing Date for up to an additional thirty (as that term is defined in 30) days by written notice to Seller and Escrow Agent, or (c) terminate this Agreement by giving written notice to Seller and Escrow Agent. If Purchaser elects to close, Purchaser will be deemed to have waived any conditions actually known by Purchaser to be unsatisfied at the Purchase and Sale Agreement)Closing.

Purchaser’s Conditions Precedent. (a) The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are herein shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditionsconditions which are for the exclusive benefit of the Purchaser: (ai) The the representations and warranties made by Sellers of the Vendor and Holdco set forth in this Agreement Article 4 shall be true in all material respects when and correct at the Closing Time with the same force and effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale time; (ii) each of the Property pursuant to the Purchase Vendor and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers Holdco shall have performed and or complied in all material respects with all provisions of the terms, covenants and conditions of this Agreement required to be performed or complied with by Sellers before them at or at Closing. prior to the Closing Time; (iii) the Purchaser shall have received from Sellers been furnished with such certificates, affidavits or statutory declarations of each of the Vendor and Holdco, as applicable, or their respective officers, as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor and Holdco at or prior to the Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall Time have executed been performed and delivered to Purchaser complied with and that the representations and warranties of the Vendor and Holdco, as applicable, herein given are true and correct at the Closing each Time; (iv) all necessary steps, proceedings and regulatory notifications and approvals shall have been taken, given or received to permit the Purchased Shares to be duly and regularly transferred to the Purchaser, including the granting of exemption orders such that the Purchaser shall not be subject to the issuer bid requirements of applicable securities laws on terms acceptable to the Vendor’s and the Purchaser’s respective counsel acting reasonably and all conditions required under the exemption orders shall have been satisfied in full; (v) the shareholders of the Seller Documents Purchaser, excluding the Vendor and its affiliates (including, without limitation, Holdco), shall have approved the purchase of the Purchased Shares, as contemplated hereby, by the affirmative vote of at least 50% of the shares voted at a special meeting of Purchaser shareholders (the “Special Meeting”) to be held on or before July 7, 2003 or such additional documents higher or different approval margin as may be reasonably requested required by Purchaser in order securities regulators or Laws; and (vi) the closing of the Offering pursuant to consummate the transactions contemplated by this Underwriting Agreement. (db) Company shall have paid in full all debt secured by In case any Assets either term or covenant of the Vendor or Holdco, as applicable, or condition to be performed or complied with for the benefit of the Purchaser at or prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there Time shall not have been performed or complied with at or prior to the Closing Time, the Purchaser may, without limiting any Material Adverse Effect other right that the Purchaser may have, rescind this Agreement or waive compliance with any such term, covenant or condition in whole or in part on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to such terms as may be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company without prejudice to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined any of its rights of rescission in the Purchase and Sale Agreement) shall have been consummatedevent of non-performance of any other term, covenant or condition in whole or in part. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. 12.1 The obligations of Purchaser to consummate accept and pay for the transactions contemplated by this Agreement are Shares on the Closing Date will be subject to, in addition to each of the conditions precedent set forth in Section 11, the following conditionsconditions precedent (“Purchaser’s Conditions”) being fulfilled, performed or waived at or prior to Closing: (a) The representations and warranties made by Sellers in this Agreement shall be of Receiver are true in all material respects when made and on correct as of the Effective Date and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Date; (b) Sellers shall have performed and complied Any material liability, obligation or encumbrance that is provided in all material respects with all provisions the forms of this Agreement required plans of arrangement attached hereto as Schedule “C” to be performed or complied with by Sellers before discharged (other than, for the avoidance of doubt, Permitted Liens) prior to or at Closing. Purchaser shall have received from Sellers the Closing but that is not to be discharged pursuant to the applicable Plan of Arrangement as confirmed by the Court, is discharged prior to or at the Closing satisfactory certificates to such effect signed as a result of any action taken by each Seller.Receiver or any other party other than Purchaser; (c) Sellers shall have executed and delivered Any Encumbrance provided in the form of vesting order attached hereto as Schedule “D” to Purchaser be discharged but not discharged pursuant to the Vesting Order is discharged prior to or at the Closing each as a result of the Seller Documents and such additional documents as may be reasonably requested any action taken by Purchaser in order to consummate the transactions contemplated by this Agreement.Receiver or any other party other than Purchaser; (d) Company shall have paid in full all debt secured Purchaser’s receipt of the Fortress Release, duly executed by any Assets either prior to or simultaneous with Closing.Fortress; and (e) From Receiver delivers, or causes to be delivered, to Purchaser the Effective Date items referred to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller in Section 16.2. Purchaser understands and acknowledges that Fortress shall have no obligation to execute and deliver the Fortress Release unless the Vesting Order obtained by the Receiver includes a provision that the release of any claims of Fortress against the Subsidiaries and the liens of Fortress in the Assets and the Shares is without prejudice to and does not in any way adversely affect the claims of Fortress against, and the liens of Fortress in the assets of, any of the other Evergreen subsidiaries and Fortress has obtained from the Receiver, acting on behalf of those other Evergreen subsidiaries, reaffirmations of the obligations of such other Evergreen subsidiaries to Fortress which reaffirmations are in form acceptable to Fortress and are executed and delivered pursuant to Purchaser a general release such court authorization as Fortress, the Receiver or its counsel shall deem necessary. Receiver expressly agrees that it shall use Receiver’s best efforts to deliver to Fortress the reaffirmations described in favor of Company the immediately preceding sentence, including without limitation obtaining any further Court approval as Fortress, the Receiver or its counsel may deem necessary therefor. The parties acknowledge that that they have been advised by Fortress that Fortress Credit Opportunities I, L.P. and Purchaser and Fortress Credit Funding II, L.P. intend to assign their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing respective Claims (as defined in the Purchase Plans of Arrangement) against the Subsidiaries to Drawbridge Special Opportunities Fund LP (“DSOF LP”) and Sale Agreement) Drawbridge Special Opportunities Fund Ltd. (“DSOF Ltd.”), respectively. If such assignments occur, the Fortress Release shall, upon Purchaser’s request, be executed and delivered at the Closing by Fortress Credit Corp. as agent for DSOF LP and DSOF Ltd. 12.2 Purchaser’s conditions are for the sole benefit of Purchaser. None of Purchaser’s Conditions shall have been consummatedbe waived except by written notice from Purchaser or its solicitors to Receiver or its solicitors. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target and Target Vendors set forth in this Agreement shall be true and the applicable Target Vendor Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Target and the Target Vendors having performed and complied with all of their respective material obligations, covenants and agreements required hereunder; (c) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (d) the Purchaser being satisfied that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target, Target Subsidiary and the Target Business are consistent, in all material respects, with the representations and warranties of the Target and the Target Vendors set forth in this Agreement; (e) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (f) all of the outstanding Target Shares will be exchanged for Consideration Shares in accordance with the terms hereof; (g) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (h) no claim having been asserted or made that any Person (other than the Purchaser or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target or Target Subsidiary, or (other than the Target Vendors) are entitled to all or any portion of the Consideration Shares; (i) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; and (ii) all other transactions related to the foregoing, including any approval of the CSE or the holders of the Purchaser Shares (if applicable), having been obtained to the Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (j) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Encumbrances, adverse claim, right or interest; (k) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Vendors; (l) the Purchaser receiving a favorable fairness opinion on or before Closing from an arm’s length accredited valuation firm; (m) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement, (ii) a certificate executed by an officer or director of the Target certifying that: (A) the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Target has performed and complied with all provisions of this Agreement its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Target for completion of the transactions contemplated herein have been satisfied or waived, (iii) from each Target Vendor, a duly executed Target Vendor Certificate, (iv) all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to be performed or complied with by Sellers before or at Closing. effect and evidence the transfer of the Target Shares to the Purchaser, free and clear of all Liens, (v) a certified copy of the central securities register of the Target evidencing the Purchaser as the sole registered owner of the Target Shares, (vi) a certified copy of the central securities register of the Target Subsidiary evidencing the Target as the sole registered owner of the shares of the Target Subsidiary; and (vii) the corporate minute books and all other books and records of the Target; (n) the Target shall have received from Sellers at Closing satisfactory certificates least C$300,000 in aggregate cash assets and at least C$260,000 in working capital immediately prior to such effect signed by each Seller.the Closing; and (co) Sellers the Target Board and board of directors of the Target Subsidiary shall have procured duly executed resignations and delivered releases in the form and substance satisfactory to Purchaser the Purchaser, acting reasonably, in favour of the Target or Target Subsidiary, as applicable, effective at the Closing Date from each director and officer of the Seller Documents and Target or Target Subsidiary who will no longer be serving in such additional documents as may be reasonably requested by Purchaser in order to consummate capacity or capacities following completion of the transactions contemplated by this AgreementTransaction. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations Notwithstanding anything herein contained, the obligation of the Purchaser to consummate complete the purchase of the Purchased Assets is conditional upon the fulfillment of the following conditions precedent: a) the representations and warranties of the Vendor contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Sellers in this Agreement hereby shall be true in all material respects when made and on and as of the date of Effective Date and on the Closing Date with the same effect as though such representations and warranties were had been made on and as of the Effective Date and Closing except Date, except: i) to the extent those that any of such representations and warranties may be impacted have been waived by the sale Purchaser or affected by the transactions between the parties contemplated hereby; or ii) insofar as such representations and warranties are given as of a particular date or for a particular period and relate solely to such date or period; b) all of the Property pursuant to the Purchase covenants, agreements and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer deliveries of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required the Vendor to be performed or complied with by Sellers on or before or at Closing. Purchaser the Closing Date pursuant to the terms of this Agreement shall have received from Sellers at Closing satisfactory certificates been duly performed or complied with, except to the extent that such effect signed performance or compliance has been waived by each Seller.the Purchaser or is prevented by a default by the Purchaser in the performance of its obligations hereunder; (c) Sellers shall have executed since the date hereof and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there : i) the Vendor shall not have been experienced any Material Adverse Effect on event or condition or have taken any action of any character; and ii) no substantial damage by fire, negligence or otherwise to the Company. (f) Each Seller Purchased Assets shall have executed occurred, which shall have materially and delivered adversely affected any of the Purchased Assets or the right of the Purchaser to Purchaser a general release in favor the full enjoyment of Company the Purchased Assets or that materially and Purchaser and their Affiliates in a form adversely reduced the value of the Purchased Assets to be mutually agreed upon by the Sellers and the Purchaser.; (gd) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) Purchaser shall have been consummated.satisfied with the results of its due diligence activities relating to the Purchased Assets within 10 calendar days following the provision of all relevant information to it by the Vendor; and (e) on or before the Closing Date: i) The Company no Governmental Authority shall have distributed enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect any of the Purchased Assets or the right of the Purchaser to the Sellers all proceeds received by full enjoyment of the Company under Purchased Assets; and ii) no injunction or restraining order of a court or administrative tribunal or competent jurisdiction shall be in effect which prohibits the Purchase transactions contemplated hereunder and Sale Agreement, including but not limited no action or proceeding shall have been instituted and remain pending before any such court or administrative tribunal to restrain or prohibit the Purchase Price (as that term is defined in the Purchase and Sale Agreement)transactions contemplated hereby.

Purchaser’s Conditions Precedent. The obligations of the Purchaser to consummate complete the transactions contemplated by this Agreement are will also be subject to the satisfaction, on or before the Closing Date, of each of the following conditions:conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser): (a) The representations all covenants and warranties made by Sellers in agreements of the Vendor under this Agreement shall to be true performed or observed on or before the Closing Date will have been duly performed and observed by the Vendor in all material respects when made and the Purchaser will have received a certificate of the Vendor addressed to the Purchaser and dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing Date; (b) the representations and warranties of the Vendor set forth in this Agreement will be true and correct in all material respects as of the Effective Date and as of the date of Closing Date as though such representations and warranties were if made on and as of Closing such date (except to the extent those such representations and warranties may speak as of a specified date which is earlier than the Effective Date, in which event such representations and warranties will be impacted true and correct in all respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by the sale Purchaser) and the Purchaser will have received a certificate of the Property pursuant Vendor addressed to the Purchase Purchaser and Sale Agreement. Purchaser shall have received from Sellers dated the Closing Date, signed on behalf of the Vendor by two directors or senior executive officers of the Vendor, confirming the same as at the Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.Date; (c) Sellers shall during the Interim Period, there will not have executed and delivered to Purchaser at occurred, in the Closing each judgment of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement.Purchaser, acting reasonably, a Vendor Material Adverse Change; (d) Company shall the Purchaser will have paid completed, and will be satisfied with, in full all debt secured by any Assets either prior its sole discretion, its due diligence review of the Property, provided, however, that Purchaser will have completed its due diligence review no later than 15 days after the Effective Date. In connection therewith, the Purchaser will have access to or simultaneous with Closing.such information, books, records, facilities, personnel and certain clients of the Vendor may reasonably request; (e) From the Effective Date Vendor will have lodged an application for the Minister to consent to the Closing Datetransfer of EL 6897 to the Purchaser in accordance with the Mining Act, there shall and will not have been received any Material Adverse Effect on the Company.notice that such consent has not been, or will not be, granted; (f) Each Seller shall the Support Agreements will have been duly executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers Vendor and the Purchaser.Supporting Shareholders; (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined there will not be pending or threatened any suit, action or proceeding by any Governmental Entity, in the Purchase and Sale Agreement) shall have been consummated.each case that has a reasonable likelihood of success: (i) The Company shall have distributed seeking to restrain or prohibit the Sellers all proceeds received consummation of the Transaction; (ii) seeking to prohibit or materially limit the ownership or operation by the Company Purchaser of any material portion of the Property; or (iii) seeking to impose limitations on the ability of the Purchaser to acquire or hold or exercise full rights of ownership of the Property. The Purchaser may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the Purchase and Sale Agreement, including condition precedent would have been satisfied but not limited to for a material default by the Purchase Price (as that term is defined Purchaser in the Purchase and Sale Agreement)complying with its obligations hereunder.

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made by Seller and Property Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing Date as though such representations and warranties were made on and as of the Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale AgreementDate. Purchaser shall have received from Seller and Property Sellers at the Closing a satisfactory certificates certificate to such effect signed by an authorized officer of each Seller and Property Sellers. (b) Seller, Shareholder and Property Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Seller, Shareholder and/or Property Sellers before or at Closing. Purchaser shall have received from Seller and Property Sellers at the Closing a satisfactory certificates certificate to such effect signed by each Seller.Seller and Property Sellers. {B0968884.12} (c) Sellers Seller shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company Property Sellers shall have paid executed and delivered to Purchaser at the Closing each of the Property Seller Documents and such additional documents as may be reasonably requested by Purchaser in full all debt secured order to consummate the transactions contemplated by any Assets either prior to or simultaneous with Closingthis Agreement. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the CompanyEffect. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Property Sellers shall have caused the Company to obtain obtained all consents and approvals listed on Schedule 5.2 heretoand Schedule 6.3. (g) The closing under the Terminal Purchase Agreement and the Circle K Purchase Agreement are consummated contemporaneously with the Closing. (h) Closing (as defined in the Purchase FIRPTA affidavit duly executed by Seller and Sale Agreement) shall have been consummatedProperty Sellers. (i) The Company (i) marked-up commitments by the title insurance company to issue the Title Policies and (ii) the Surveys have been received by Purchaser. (j) Provided that Purchaser has applied for the below-referenced Permits within thirty (30) days of the Effective Date, Purchaser shall have distributed obtained all Permits required by Law for the operation and/or ownership of the Business and each of the Locations and other Purchased Assets. Notwithstanding anything to the Sellers all proceeds received by the Company under the Purchase and Sale contrary in this Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase event that Purchaser is unable to obtain all such Permits by Closing, the Purchaser shall be permitted to extend Closing and Sale Agreement)the Outside Date for up to an additional thirty (30) days for the purpose of obtaining such Permits. (k) Purchaser shall have obtained (i) state and county UCC searches regarding Seller, the Property Sellers and the Purchased Assets showing no liens, encumbrances, easements or restrictions other than the Permitted Encumbrances and those which Seller or the respective Property Seller agrees to remove on or before Closing; and (ii) judgment, bankruptcy and tax lien searches confirming that there are no judgments or tax liens against Seller, the Property Sellers and/or the Purchased Assets which shall not be removed at Closing and that neither Seller nor any of the Property Sellers have been declared bankrupt.

Purchaser’s Conditions Precedent. The obligations of Purchaser following are conditions precedent to consummate Purchaser's obligation to complete the transactions contemplated by this Agreement are subject to each purchase of the following conditionsAssets: (a) The representations and warranties made by Sellers in this Agreement on or before Closing Date Purchaser shall be true satisfied that there are no defects in all material respects when made and on and as the physical condition of the date of Closing as though such representations and warranties were made Pipeline Assets that would have a material adverse effect on and as of Closing except to the extent those representations and warranties may be impacted by the sale aggregate value of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Assets; (b) Sellers except as approved in writing by Purchaser, between the date of this Agreement and Closing Date there shall not be any damage to or alteration of the Assets (including, but not limited to, any significant amendment to any agreement or instrument forming a part of them) that would have a material adverse effect on the aggregate value of the Assets; (c) Vendor shall have complied with its obligations specified in section 4.2; (d) Vendor shall have performed and complied in all material respects with respects, all provisions of covenants, agreements and conditions required by this Agreement required to be performed or complied with by Sellers before Vendor on or at Closing. prior to Closing Date and Vendor's representations and warranties contained in section 5.1 shall be true and correct on the date of this Agreement and on Closing Date and Purchaser shall not be aware on Closing Date of any facts indicating the contrary. On Closing Date, Vendor shall have received from Sellers at delivered to Purchaser a certificate, dated as of Closing satisfactory certificates Date, stating that it has performed all such covenants, agreements and conditions and that the representations and warranties contained in section 5.1 are true and correct on the date of this Agreement and on Closing Date; (e) there shall not be any judicial restraining order or injunction, preliminary or otherwise, in effect prohibiting the Closing of the transactions contemplated by this Agreement. There shall not be pending or threatened any litigation or proceeding instituted by any Third Party or Government Authority to such effect signed restrain, prohibit or otherwise interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by each Sellerthis Agreement, or the operation of the Assets by Purchaser after the Closing Date. (cf) Sellers The transactions contemplated by this Agreement shall have been approved by Industry Canada under the Investment Canada Act. (g) Purchaser shall be satisfied that the result of its environmental due diligence performed on or in connection with the Fee Simple Lands has not identified any Environmental Matters, the reclamation of which would have a material adverse effect on the aggregate value of the Assets; (h) Vendor shall have executed and delivered to Purchaser at the Closing each concurrently with its execution of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From , the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Real Property Purchase and Sale Agreement) shall have been consummated.Agreement attached hereto as Schedule "E"; (i) The Company At Closing, Purchaser shall have distributed received the documents specified in section 4.2(c) executed by Vendor. The preceding conditions are for the sole benefit of Purchaser and may be waived in whole or in part by Purchaser in writing. If any of the preceding conditions is not satisfied or waived by Purchaser on or before Closing, Purchaser may terminate this Agreement by written notice to the Sellers all proceeds received by the Company under the Purchase Vendor on Closing Date and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)section 7.1 shall apply.

Purchaser’s Conditions Precedent. The obligations obligation of Purchaser to consummate purchase the transactions contemplated by this Agreement are Interests on the Closing Date is subject to each satisfaction of the following conditionsexpress conditions precedent on such Closing Date, subject to the right of Purchaser to waive any condition pursuant to SECTION 6.05: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Seller a certificate, dated as of the Closing satisfactory certificates Date and executed in the name and on behalf of Seller by the general partner of Seller, substantially in the form and to such the effect signed by an authorized officer of each Sellers.EXHIBIT A hereto; (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received a certification from Sellers at Seller dated as of the Closing satisfactory certificates Date to such the effect signed by each Seller.that the representations and warranties of Seller hereunder are true and correct as of the Closing Date; (c) Sellers Receipt of the following documents by Purchaser: (i) a certificate of solvency dated as of the Closing Date in the Agreed Form relating to the Seller issued by the general partner thereof; (ii) a favorable opinion of independent counsel to the Seller, dated as of the Closing Date, reasonably acceptable to Purchaser in the Agreed Form, that the sale of the Interests constitutes, or will constitute, a "true-sale" and a valid transfer of title to such Interests and that after the transfer of such Interests Seller retains, or will retain, no interest in such Interests and as to such other matters as Purchaser may reasonably request with regard to the subject matter contemplated herein; (iii) evidence that all governmental and other licenses, approvals, consents, certificates, exemptions, registrations and filings necessary in the state of formation of Sub for any matter or thing contemplated by this Agreement and any notices or other documents to be given pursuant hereto and for the legality, validity, enforceability, admissibility in evidence and effectiveness hereof have been obtained or effected on an unconditional basis and remain in full force and effect (or in the case of effecting any certificates, exemptions, registrations and filings, that arrangements satisfactory to Purchaser have been made for the effectiveness of the same within any time limit provided therefor under applicable law); (d) The Asset Purchase Agreement shall be in full force and effect as against Sub and Sub shall not have waived, in writing, any of the conditions precedent to its performance under the Asset Purchase Agreement, unless Purchaser has consented to such waiver in writing; (e) Seller shall have executed and delivered to Purchaser at copies of all documents delivered by the "Sellers" (as defined in the Asset Purchase Agreement) under the Asset Purchase Agreement; (f) All transactions contemplated, and all documents to be executed and delivered, under the Indenture shall have been completed by all parties; (g) Each manager, officer and director, if any, of Sub and each Subsidiary shall have tendered, effective as of the Closing each Date, his or her resignation as such; and (h) There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate any of the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. 14.1 The obligations obligation of the Purchaser to consummate the transactions contemplated by this Agreement are Sale on the Closing Date shall be subject to each the prior completion (or waiver by the Purchaser) of the following conditions: (a) The the representations and warranties made by Sellers of the Vendor contained in this Agreement shall be will have been true in all material respects when made and on and correct as of the date of this Agreement and shall be true and correct as of the Closing Date with the same force and effect as though if such representations and warranties were had been made on and as of such Closing Date, save and except to in any case which would not have a material adverse effect on the extent those representations and warranties may be impacted by the sale business or financial condition of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Purchaser; (b) Sellers shall the Vendor will have performed and performed, fulfilled or complied with, in all material respects with respects, all provisions of its obligations, covenants and agreements contained in this Agreement required at or prior to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at the Closing satisfactory certificates to such effect signed by each Seller.Date; (c) Sellers shall prior receipt of Exchange approval for the Sale by the Purchaser; (d) the Vendor will deliver or cause to be delivered to the Purchaser the closing documents as set forth in Section 16.1 in a form satisfactory to the Purchaser acting reasonably; (e) all proceedings to be taken in connection with the transactions contemplated in this Agreement will be satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser will have received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation or closing of such transactions and the taking of all necessary proceedings in connection therewith; and (f) this Agreement and all other documents necessary or reasonably required to consummate the Sale, all in form and substance reasonably satisfactory to the Purchaser, will have been executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are Transaction will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target set forth in this Agreement shall be true being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have performed the representations and complied warranties of the Target Securityholders set forth in this Agreement and the applicable Target Securityholder Certificate and U.S. Target Securityholder Certificate being true, correct and complete in all material respects as of the Closing and with all provisions the same effect as if made at and as of this Agreement required to be performed or complied with by Sellers before or at the Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.; (c) Sellers shall have the Target and the Target Securityholders having performed and complied with all of their respective material obligations, covenants and agreements required hereunder; (d) the Target having no more than 6,083,475 Target Shares issued and outstanding and 121,670 Target Options outstanding on the Closing Date, excluding the Target Shares issuable in connection with the conversion of the Target Notes immediately prior to the Closing; (e) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into of this Agreement and the completion of the Transaction, including the issuance of the Consideration Securities and reservation of Purchaser Shares for issuance upon the due exercise of the Replacement Options; (f) the Purchaser having been given reasonable opportunity to perform the searches and other due diligence reasonable or customary in a transaction of a similar nature to the Transaction, and the Purchaser and its advisors being satisfied with the results of such due diligence; (g) the Purchaser being satisfied, acting reasonably, that its due diligence, analysis and other customary examinations that it has performed regarding the financial position of the Target and the Target Business are consistent, in all material respects, with the representations and warranties of the Target set forth in this Agreement; (h) this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated.; (i) The Company shall have distributed all of the outstanding Target Securities being exchanged for Consideration Securities in accordance with the terms hereof; (j) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or being pending before any court or administrative tribunal to restrain or prohibit the Transaction; (k) no claim having been asserted or made that any Person (other than the Purchaser or the Target Securityholders) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Securityholders) are entitled to all or any portion of the Consideration Securities; (l) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Sellers Closing in order to give effect to: (i) the purchase of the Target Shares and the Transaction; (ii) all proceeds received by other transactions related to the Company under foregoing having been obtained to the Purchase Purchaser’s satisfaction or in accordance with any applicable Contracts or Applicable Laws; (m) the Target and Sale Agreementthe Target Securityholders having taken all proper steps, actions and corporate proceedings to approve the Transaction, including but not limited passing any resolutions required to ensure that the Target Securities will be transferred to the Purchase Price Purchaser free and clear of any Liens or Encumbrances, adverse claim, right or interest; (n) an exemption from the prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Securities, as that term is defined in applicable; (o) the Purchase Purchaser having received from the Target and Sale Agreement).the Target Securityholders, as applicable, the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: (A) the entry into, and the Closing of, this Agreement and the transactions contemplated hereby;

Purchaser’s Conditions Precedent. The obligations of Purchaser is not obligated to consummate the transactions contemplated by perform under this Agreement are subject to each Contract unless all of the following conditionsconditions precedent are satisfied (or waived in writing by Purchaser) and are otherwise true and correct as of the Closing Date: (a) The All of Seller’s representations and warranties made by Sellers in this Agreement shall be are true and correct in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellersrespects. (b) Sellers shall have Seller has performed all of its covenants, agreements, and complied obligations under this Contract in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Sellerand is otherwise not in default. (c) Sellers From and after the expiration of the Review Period, there has been no material adverse change in the physical or environmental condition of the Property, in the matters reflected in the Title Commitment, the Survey, the rent roll or the operating statements delivered to, or reviewed by, Purchaser hereunder since the date of delivery, approval or review, as applicable, of such items, except to reflect those items approved or otherwise created in writing by Purchaser; provided, however, changes in the physical or environmental condition of the Property resulting from casualty shall be governed by Sections 11.01 and 11.02 of the this Contract. Notwithstanding the generality of the foregoing, Seller shall use reasonable efforts to satisfy all of the foregoing conditions precedent. If Seller is unable to satisfy all of the foregoing conditions precedent, Purchaser may waive one or more conditions precedent, extend the Closing Date for up to an additional fifteen (15) days to permit satisfaction of the applicable conditions precedent or terminate this Contract, in any such event by written notice to Seller. If Purchaser elects to close, Purchaser will be deemed to have executed and delivered waived any conditions actually known by Purchaser to Purchaser be unsatisfied at the Closing each of Closing. If Purchaser elects to terminate, the Seller Documents and such additional documents as may Xxxxxxx Money Deposit shall be reasonably requested by Purchaser in order immediately returned to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations obligation of the Purchaser to consummate complete the transactions contemplated by this Agreement are will be subject to each of the satisfaction or waiver of, at or before the Closing, the following conditionsconditions precedent: (a) The the representations and warranties made by Sellers of the Target and the Target Vendors set forth in this Agreement shall be true and the applicable Target Vendor Certificate being true, correct and complete in all material respects when as of the Closing and with the same effect as if made and on at and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Closing; (b) Sellers shall have the Target and the Target Vendors having performed and complied in all material respects with all provisions of this Agreement their respective material obligations, covenants and agreements required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.hereunder; (c) Sellers shall have this Agreement and the Transaction Documents, all in form and substance reasonably satisfactory to the Purchaser, having been executed and delivered to the Purchaser; (d) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction being in effect prohibiting the Transaction, and no action or Proceeding having been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; (e) no claim having been asserted or made that any Person (other than the Purchaser at or the Target Vendors) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Target Shares, or any other voting, equity, or ownership interest in, the Target, or (other than the Target Vendors) is entitled to all or any portion of the Consideration Shares; (f) all consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Purchaser’s reasonable opinion, must be obtained prior to the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate give effect to the purchase of the Target Shares and the Transaction; (g) the Target and the Target Vendors having taken all proper steps, actions and corporate proceedings to approve the Transaction, including passing any resolutions required to ensure that the Target Shares will be transferred to the Purchaser free and clear of any Encumbrances, adverse claim, right or interest; (h) an exemption from the registration and prospectus requirements of Applicable Securities Laws being available for the issuance of the Consideration Shares to the Target Vendors; (i) the Purchaser Board and the holders of the Purchaser Shares, if applicable, having approved the entry into, and the Closing, of this Agreement and the Transaction, including the issuance of the Consideration Shares; (j) the Purchaser having received from the Target and the Target Vendors the following Transaction Documents: (i) certified copies of resolutions of the Target Board, approving: the entry into, and the Closing of, this Agreement and the transactions contemplated hereby, the transfer of the Target Shares to the Purchaser, the registration of the Target Shares in the name of the Purchaser, the issue of certificates representing the Target Shares registered in the name of the Purchaser, and all other matters contemplated by this Agreement., (dii) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing.from each Target Vendor, a duly executed Target Vendor Certificate, (eiii) From all such instruments of transfer, duly executed, which in the Effective Date opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Target Shares to the Closing DatePurchaser, there shall not have been any Material Adverse Effect on the Company.free and clear of all Liens, and (fiv) Each Seller shall have executed the corporate minute books and delivered to all other books and records of the Target; and (k) the Purchaser a general release in favor having received such evidence of Company and Purchaser and their Affiliates in a form value to be mutually agreed upon received by the Sellers and Purchaser for the Consideration Shares as is satisfactory to the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations Notwithstanding anything to the contrary contained herein, and in addition to the satisfaction or waiver of the contingencies specified in Articles III and IV of this Agreement, the obligation of Purchaser to consummate close the transactions contemplated by this Agreement are subject to is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the following conditions listed below, provided that Purchaser, at its election, evidenced by written notice delivered to Seller at or prior to the Closing, may (in its sole discretion) elect to waive any or all of such conditions: (ai) Seller shall have: (A) executed and delivered to Purchaser, or any other applicable Person, all of the documents required to be delivered by Seller at the Closing; (B) taken all other action required of Seller at the Closing; and (C) performed and observed all of the obligations and covenants of and required by Seller pursuant to this Agreement prior to or as of the Closing Date (including, without limitation, achieving Substantial Completion of the Landlord’s Work in accordance with the terms of the Lease, which the Parties hereby agree shall be verified in accordance with clause (ii) below); (ii) Seller shall have Substantially Completed Landlord’s Work. For the sake of clarity, the Parties hereby stipulate and agree that, as of the Effective Date of this Agreement, the items of Landlord’s Work described on Exhibit D attached hereto comprise all items of Landlord’s Work remaining to be completed before Substantial Completion of Landlord’s Work shall be deemed to have occurred; (iii) The Seller’s representations and warranties made by Sellers in this Agreement Article V shall be true and correct, in all material respects when made and respects, on and as of the date of Closing Date with the same force and effect as though such representations and warranties were made on and as of Closing except such date; (iv) Title to the extent those representations Property shall be free and warranties may clear of all Encumbrances (other than Permitted Encumbrances) in accordance with Article IV above; and (v) There shall be impacted by no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the sale benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller or affecting any of the Property pursuant Property, or that would otherwise affect Seller’s ability to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by perform its obligations under this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (a) The representations and warranties made given by Sellers to Purchaser under Section 8.1 in this Agreement shall be true in all material respects when made and correct on the date thereof and at and as of the date of Closing Date, as though such representations and warranties were if made on at and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to each such effect signed by an authorized officer of each Sellers.dates; (b) Sellers There shall have performed and complied in all material respects not be: (i) any Order of any nature issued by a Governmental Authority with all provisions competent jurisdiction directing that the Transaction or any aspect of it not be consummated as herein provided; or (ii) any Proceeding pending wherein an unfavorable Order would prevent the performance of this Agreement required or the consummation of the Transaction, declare unlawful the Transaction or cause the Transaction to be performed or complied with rescinded, whereby the Parties agree that merger control proceedings shall be governed by Sellers before or at Closing. Purchaser Sections 4.1, 4.2(c) and 4.7 and shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller.not be included in the Proceedings under this Section 4.2(b); (c) Sellers There shall have executed and delivered to Purchaser at not be any Order of a merger control authority of any nature with competent jurisdiction directing that the Closing each of the Seller Documents and such additional documents as Transaction is unlawful or may not be reasonably requested by Purchaser consummated (provided that Purchaser’s obligations set forth in order to consummate the transactions contemplated by this Agreement.Section 4.7(c) shall not be affected hereby); (d) Company The Due Diligence Review shall have paid in full all debt secured been completed to Purchaser’s satisfaction and no Material Adverse Change, including by any Assets either way of a violation of Sellers’ Warranties, shall have occurred or become known to the Sellers or Purchaser prior and up to or simultaneous with Closing.the Closing Date; (e) From Sellers shall have established the Effective Date US Company in the legal form of a Delaware limited liability company and Xxxxxxxxxxxx XX shall have transferred its business and assets to the Closing Date, there US Company by way of a transfer agreement substantially in the form of Schedule 4.2(e)(i)(“US Asset Transfer Agreement”). Sellers and Parent Guarantor shall not have been any Material Adverse Effect on executed documentation required for the Companytransfer of a 40% share in the capital of the US Company by the Sellers to Parent Guarantor substantially in the form of Schedule 4.2(e)(ii) (“US Transfer Documentation”) and an operating agreement with respect to the Parties’ shareholdings in the US Company substantially in the form attached as Schedule 4.2(e)(iii) (“Operating Agreement”). (f) Each Seller Sellers shall have executed procured that Dorpak shall have sold and delivered transferred its business property (consisting of land and buildings) to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and or Sellers’ designee on terms as set out in Schedule 4.2(f) which terms shall not adversely affect the Purchaser.Business; (g) The Target Group Companies and Sellers (or their respective Affiliates) shall have caused executed a lease agreement regarding the Company lease of real estate and buildings used by Dorpak which lease shall extend over a five (5) year term as of the Closing Date. The financial terms of such lease agreement shall be substantially similar to obtain all consents the terms on which such real estate is presently used by Dorpak to the signing of this Agreement, and approvals listed on such lease shall be substantially in the form attached hereto as Schedule 5.2 hereto.4.2(g) (the “Dorpak Lease”); (h) Closing (as defined Transfer of 50% stake in the Purchase and Sale Agreement) WH Russia to WPG shall have been consummated.occurred; (i) The Each of the real property leases between a Target Group Company and an Affiliate of Sellers shall have distributed been amended so as to, (i) extend the terms of such leases for an initial five year term to commence on the Closing Date on the same general terms as are currently in effect with the possibility of two five year renewal terms at rental rates reflecting a two percent per year escalation clause and (ii) to exclude from such leases any right of the lessor to terminate such leases prior to the end of their respective terms; (j) Haus + Co Projektmanagement GmbH and WPG shall have entered into the Transition Services Agreement replacing the current services agreement between such parties; (k) All intercompany agreements between a Target Group Company, on one hand, and Sellers or an Affiliate of Sellers, on the other hand, shall have been terminated, with the exception of Sellers’ Surviving Relationships; (l) Transfer of all proceeds received by of the Company under issued and outstanding shares of Sleeve Pack Kft., as described in the Purchase and Sale recitals to this Agreement, including but not limited to shall have occurred; (m) Transfer of all of the Purchase Price (issued and outstanding shares of Xxxxxxxxxxxx Corporation, as that term is defined described in the Purchase recitals to this Agreement, shall have occurred; (n) All Intercompany Debt shall have been settled, not taking into account the Shareholder Loans which shall be settled pursuant to Section 3.5(a) and Sale Agreementthe Si- lent Partnership Compensation Claims which shall be settled pursuant to Section 3.5(b). (o) Transfer of all shares in WH Hellas held by X. Xxxxxxxxxxxx shall have been transferred to WPG; and (p) Arrangements shall have been made to make the Closing Debt Payments.

Purchaser’s Conditions Precedent. The obligations of Purchaser is not obligated to consummate the transactions contemplated by perform under this Agreement are subject to each Contract unless all of the following conditionsconditions precedent are satisfied (or waived in writing by Purchaser) and are otherwise true and correct as of the Closing Date: (a) The representations Seller has substantially completed the Improvements in accordance with the architectural plans, drawings and warranties made by Sellers in this Agreement shall be true in specifications and has obtained a certificate of occupancy or its equivalent from all material respects when made and on and as necessary governmental authority to allow the occupation of the date of Closing Improvements as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellersa surgical hospital. (b) Sellers Tenant shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers obtained at Closing satisfactory certificates all necessary permits and approvals necessary to such effect signed by each Sellerpermit Tenant operate the Improvements as a surgical hospital as intended under the terms of the Lease. (c) Sellers shall Seller and Purchaser have executed and delivered to Purchaser at the Closing each entered into an Assignment of the Seller Documents and such additional documents Lease as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreementdescribed herein. (d) Company shall have paid Seller has performed all of its covenants, agreements, and obligations under this Contract in full all debt secured by any Assets either prior to or simultaneous with Closingmaterial respects and is otherwise not in default. (e) From Either: (i) The Closing (as defined therein) of the Effective Date MOB Purchase Transaction, including the extinguishment of the Ground Lease, or (ii) Seller has executed an assignment and assumption of the Ground Lease, in form and substance acceptable to the Closing DatePurchaser, there shall not have been any Material Adverse Effect on the Companyassigning its rights as landlord upon Closing. (f) Each Seller shall have executed From and after the expiration of the Review Period, there has been no material adverse change in the physical or environmental condition of the Property, in the matters reflected in the Title Commitment, the Survey, or the operating statements delivered to, or reviewed by, Purchaser hereunder since the date of delivery, approval or review, as applicable, of such items, except to Purchaser a general release reflect those items approved or otherwise created in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon writing by the Sellers and the Purchaser. (g) Sellers Tenant and Seller shall have caused executed the Company to obtain all consents and approvals listed on Schedule 5.2 hereto.Waiver of ROFO; (h) Closing (as defined in the Purchase Amendment to Lease Agreement, executed by Seller, Tenant and Sale Agreement) shall have been consummatedPurchaser. (i) The Company parties shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to executed an agreement confirming the Purchase Price calculation. Notwithstanding the generality of the foregoing, Purchaser shall use reasonable efforts to satisfy all of the foregoing conditions precedent. If Purchaser is unable to satisfy all of the foregoing conditions precedent, Purchaser may waive one or more conditions precedent, extend the Closing Date for up to an additional fifteen (as that term is defined 15) days to permit satisfaction of the applicable conditions precedent or terminate this Contract, in any such event by written notice to Seller. If Purchaser elects to close, Purchaser will be deemed to have waived any conditions actually known by Purchaser to be unsatisfied at the Purchase and Sale Agreement)Closing.

Purchaser’s Conditions Precedent. The obligations following are conditions precedent to Purchaser's obligation to proceed with Closing ("Purchaser's Conditions Precedent"): i) Seller has not terminated this Agreement in accordance with the provisions hereof; ii) Title Company has irrevocably committed to issue to Purchaser, at the Closing, a standard coverage owners' policies of title insurance in form and content acceptable to Purchaser ("Title Policy") insuring Purchaser's interests in the Property in the amount of the Purchase Price, dated the day of Closing, with coverage in the applicable amount of the Purchase Price subject only to the Permitted Exceptions and with such extended coverage to the Title Policy requested by Purchaser and such Title Policy endorsements as Purchaser may desire at Purchaser's sole cost and expense; iii) As of the Closing, there has been no material breach of any of Seller's representations or warranties set forth in Section 6; iv) Seller has delivered to Purchaser the items described in Section 4 in accordance therewith; v) The Final Approvals have been obtained for the Property and/or Project to Purchaser's satisfaction; vi) The Use Restrictions have been amended and/or removed in order to allow the Purchaser to use the Property for the Intended Use; vii) Seller has delivered to Purchaser the executed Lease Termination; and viii) Seller has delivered to Escrow Agent the items described in Section 11. The Purchaser's Conditions Precedent set forth in this Section 8(d) are solely for the benefit of Purchaser and may be waived only by Purchaser through a writing signed by the Purchaser. Purchaser will, at all times prior to consummate Closing, have the transactions right to waive any of Purchaser's Conditions Precedent. Purchaser shall not be required to close the transaction contemplated by this Agreement are subject to each of until the following conditions: (a) The representations and warranties made by Sellers in this Agreement shall be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except to the extent those representations and warranties may be impacted by the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. (d) Company shall have paid in full all debt secured by any Assets either prior to or simultaneous with Closing. (e) From the Effective Date to the Closing Date, there shall not Purchaser's Conditions Precedent have been any Material Adverse Effect on the Companyfulfilled. (f) Each Seller shall have executed and delivered to Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received by the Company under the Purchase and Sale Agreement, including but not limited to the Purchase Price (as that term is defined in the Purchase and Sale Agreement).

Purchaser’s Conditions Precedent. The Purchaser’s obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to each Closing shall be conditioned upon the satisfaction or waiver of the following conditions: (a) following: The representations representations, warranties, and warranties covenants of Seller made by Sellers in this Agreement herein shall be have been true in all material respects when made and on and as of at all times after the date of when made, to and including the Closing Date, with the same force and effect as though such representations and warranties were if made on and as of each such time, including the Closing except to Date. As of the extent those representations and warranties may be impacted by Closing Date, the sale of the Property pursuant to the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed Transferred Assets by an authorized officer Seller or any of each Sellers. (b) Sellers shall have performed and complied in all material respects with all provisions of this Agreement required to be performed or complied with by Sellers before or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by each Seller. (c) Sellers shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated hereby are not prohibited by this Agreement. (d) Company any stay or injunction in any litigation, governmental action, or other proceeding, including, without limitation, the “automatic stay” under 11 U.S.C. § 362 in any pending case under Title 11 of the United States Code by or against Borrower. No litigation shall have paid in full all debt secured by any Assets either prior been filed that would prevent closing or subject Purchaser to or simultaneous with Closing. (e) From a claim for damages as a result of the Effective Date to the Closing Date, there shall not have been any Material Adverse Effect on the Company. (f) Each transactions contemplated hereby. Seller shall have executed and delivered to Purchaser Seller’s counterparts of (1) an Assignment and Xxxx of Sale Agreement, (2) a general release in favor Patent Assignment Agreement, (3) a Trademark Assignment Agreement, (4) an Access Agreement with LOCI 66, LLC, Northern Arizona Properties, LLC and PHD Equities, LLC (the “Arizona Landlord”), (4) UCC-3 Partial Releases from SVB and (5) UCC-3 Partial Releases and releases of Company the security assignments recorded with the United States Patent and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers Trademark Office and the Purchaser. (g) Sellers shall have caused the Company to obtain all consents and approvals listed on Schedule 5.2 hereto. (h) Closing (as defined in the Purchase and Sale Agreement) shall have been consummated. [Copyright Office] by each of (i) The Company shall have distributed Altira Technology Fund V L.P. and (ii) Rockport Capital Partners II, L.P., with respect to the Sellers all proceeds received by Transferred Assets and Assumed Liabilities and each in form and substance acceptable to the Company Parties. On the Closing Date, the private sale transaction shall not be stayed or subject to other injunction. Borrower has acknowledged and agreed that as a result of the defaults and events of defaults under the Purchase Loan Documents, which have occurred and Sale Agreementare continuing, including Seller has the right under the Loan Documents and the Uniform Commercial Code to sell the Transferred Assets free and clear of all liens, claims and encumbrances without offset, defense or counterclaim of any kind or nature and has delivered peaceful possession of all of the Transferred Assets to Seller. Seller acknowledges that substantially all of the intellectual property used by, licensed to and/or belonging to Borrower is recorded in machine readable form utilizing one or more commonly available formats on a computer hard drive that is in the possession of a third party service provider. Seller represents that, as a condition to Closing, Seller shall cause the third party service provider, at Seller’s sole cost and expense, to bring the computer containing such hard drive to the Closing to permit downloading of all of such intellectual property at the Closing onto media owned by Purchaser; and after all such intellectual property has been downloaded without being corrupted and confirmed by Purchaser that it is in a readable format, Seller shall direct the third party service provider to erase all such data wherever contained on the hard drive before returning the computer to one of Borrower’s former officers. Such third party service provider shall provide Seller with a certificate that all data previously contained on the computer has been completely erased and or obliterated and that such data can no longer be replicated, in whole or in any part from the computer’s hard drive, a copy of which certificate Seller shall deliver at the Closing to Purchaser. Seller acknowledges that, as of the Closing Date, the downloading of all such intellectual property may not have been completed, and Seller hereby undertakes and agrees to ensure that the third party service provider, at Seller’s sole cost and expense, shall continue to make the computer containing such intellectual property available to Purchaser until such downloading has been completed. In addition, Seller hereby further undertakes and agrees, at Seller’s sole cost and expense, to ensure that Borrower, or any other party in possession of Borrower’s financial books and records, delivers to the third party service provider, in an electronic and machine readable form, all of Borrower’s financial books and records for the period commencing as of July 1, 2011 through the date hereof, and cause the third party service provider to permit Purchaser to download such financial information in a readable format, without corruption until such time as the download is completed. Seller agrees that this undertaking shall survive Closing. With respect to the foregoing, Purchaser shall use its bests efforts to cooperate in obtaining such information. The parties acknowledge and agree that the intellectual property and financial data transferred to Purchaser as part of the Transferred Assets may include information not related to the Transferred Assets and the transaction contemplated herein, including, but not limited to, information regarding business lines of Borrower previously sold, and Purchaser hereby agrees to the Purchase Price (as keep such information confidential or where possible promptly destroy such information. Seller and Purchaser agree that term is defined in the Purchase and Sale Agreement)this undertaking will survive Closing.

Purchaser’s Conditions Precedent. The rights, duties and obligations of the Purchaser to consummate the transactions contemplated by under this Agreement are also subject to each the following conditions precedent for the exclusive benefit of the following conditionsPurchaser to be fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date: (a) The representations the Vendor and warranties made by Sellers in this Agreement shall the Company will have complied with all warranties, representations, covenants and agreements herein agreed to be true in all material respects when made and on and as of the date of Closing as though such representations and warranties were made on and as of Closing except performed or caused to the extent those representations and warranties may be impacted performed by the sale of Vendor and the Property pursuant to Company on or before the Purchase and Sale Agreement. Purchaser shall have received from Sellers at Closing satisfactory certificates to such effect signed by an authorized officer of each Sellers.Date; (b) Sellers shall the Vendor and the Company will have performed obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and complied in have made all material respects with filings with, any and all provisions of this Agreement Regulatory Authorities from whom any such authorization, approval or other action is required to be performed obtained or complied to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Sellers before the Vendor and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or at Closing. Purchaser shall have received from Sellers at Closing satisfactory certificates policies of any Regulatory Authority to such effect signed by each Seller.which the Vendor or the Company may be subject; (c) Sellers no material loss or destruction of or damage to the Company, any of the Company’s Assets, any of the Company’s Business or the Purchased Shares shall have executed and delivered to Purchaser at the Closing each of the Seller Documents and such additional documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement.occurred; (d) Company no action or proceeding at law or in equity shall have paid in full all debt secured be pending or threatened by any Assets either prior person, company, firm, governmental authority, regulatory body or agency to enjoin or simultaneous with Closing.prohibit: (i) the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendor to dispose of any of the Purchased Shares; or (ii) the right of the Company to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past; (e) From the Effective Date delivery to the Closing Date, there shall not have been any Material Adverse Effect on Purchaser by the Vendor and the Company., on a confidential basis, of all Business Documentation; (f) Each Seller shall have executed and delivered the delivery to the Purchaser a general release in favor of Company and Purchaser and their Affiliates in a form to be mutually agreed upon by the Sellers and Company of the Purchaser.Company’s Financial Statements on or before the Closing Date; (g) Sellers shall have caused the Company delivery to obtain all consents the Purchaser by the Vendor of an Escrow Agreement whereby the Vendor agrees that the Consideration Shares will be held in escrow by the Purchaser’s counsel and approvals listed on Schedule 5.2 heretothe Consideration Shares will be released in accordance with the release schedule in section 2.4.; and (h) Closing (the Vendor will execute and deliver such other instruments or documents and take such further action as defined in the Purchase and Sale Agreement) shall have been consummated. (i) The Company shall have distributed to the Sellers all proceeds received may reasonably be required by the Company under Purchaser or the Purchase and Sale Agreement, including but not limited Exchange to the Purchase Price (as that term is defined in the Purchase and Sale Agreement)give effect to any matter provided for therein.