Common use of Purchaser’s Obligations Clause in Contracts

Purchaser’s Obligations. a) At least five (5) calendar days prior to the anticipated filing date of the Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. The obligation of Purchaser to proceed with the Closing with respect to any Car is conditioned upon the occurrence or completion of the following, or the waiver by Purchaser thereof, with respect to all Cars (except as provided in Sections 2.2(a)) on or before the Closing Date: (a) At least five The delivery by each Seller to Purchaser of a duly executed warranty bxxx of sale in substantially the form of Exhibit A attached hereto (5the "Bxxx of Sale"); (b) calendar days The delivery by each Seller to Cypress Canada of an assignment and assumption of leases agreement duly executed by each Seller, and duly acknowledged and agreed to by PLM Canada and PLM Investment, in substantially the form of Exhibit B attached hereto (the "Assignment and Assumption Agreement"); (c) The representations and warranties of each Seller contained herein shall be true and correct on and as of the Closing Date, as if such representations and warranties were made by such Seller as of the Closing Date, and such Seller shall have delivered to Purchaser a certificate certifying same; (d) Each Seller shall have performed and complied with all of its covenants and obligations hereunder that are to be performed or complied with by such Seller on or prior to the anticipated filing date Closing Date. (e) The delivery by each Seller to Purchaser of evidence reasonably acceptable to Purchaser that all actions have been taken by such Seller, its trustees and, if required, beneficiaries, and its managers to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency and authority of the Registration Statement, the Company shall notify the persons executing same on behalf of such Seller; (f) The delivery by each Seller to Purchaser in writing or Purchaser’s designee of the information original chattel paper counterpart of each Lease executed by each Lessee, unless equipment other than the Company requires from Cars shall be leased to the Purchaser Lessee, as applicable, pursuant to a rider or schedule to such Lease which includes the Cars to be acquired by Purchaser, in which case the Manager shall confirm that it has possession of, and shall retain, such chattel paper counterpart as Purchaser's agent, for the Registration Statement. It shall benefit of Purchaser and each other owner of equipment leased thereunder; (g) The delivery to Purchaser of legal opinions of counsel to Sellers, Manager and Guarantor, each to be a condition precedent in form and substance acceptable to Purchaser; (h) Receipt by Purchaser of Surface Transportation Board ("STB") and Canadian Registrar General search reports and reports issued by any other applicable regulatory agency confirming the obligations applicable representations and warranties of the Company to complete the registration pursuant to this Agreement Sellers contained herein and opinions of Purchaser's special counsels with respect to the Registrable Securities results of such searches, in form and content acceptable to Purchaser, and provisions for the filing on the Closing Date of the assignment of the Leases from Sellers to Cypress Canada, shall have been made with the STB in accordance with 49 U.S.C. Section 11301 and with the Registrar General of Canada, and in such other places as Purchaser’s special counsels shall have advised Purchaser are necessary; (i) The delivery by Sellers to Purchaser, with respect to each Car, of (i) AAR Form 88-C-1, and (ii) a list of all Repair Cars and a list of all Cars in storage, each as of the Closing Date, attached hereto as Schedule D; (j) The execution and delivery (i) by Purchaser, Cypress Canada and the Purchaser agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition Manager of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees thatManagement Agreement, in connection with any sale form and content acceptable to Purchaser, and (ii) by Purchaser and Cypress Canada of Registrable Securities by it an agreement whereby Purchaser and Cypress Canada shall become Principals pursuant to that certain Escrow Agreement dated as of May 1, 2003, among PLM International, Inc. ("PLMI") and various "Principals" (as such term is defined therein) (the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j"Escrow Agreement"), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant in form and content acceptable to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).;

Purchaser’s Obligations. In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations: (a) At least five (5) calendar days prior to the anticipated filing date of the Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the of a particular Purchaser agrees to that such Purchaser shall furnish to the Company that such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant At least three business days prior to the Registration Statement, it shall comply with the “Plan of Distribution” section first anticipated Filing Date of the then current prospectus relating to Registration Statement (and any other amendments), the Company shall notify each Purchaser of the information the Company requires from each such Registration StatementPurchaser. (b) The Each Purchaser, by its such Purchaser's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement Statements hereunder, unless the such Purchaser has notified the Company in writing of an such Purchaser's election to exclude all of such Purchaser's Registrable Securities from such Registration Statements. (c) In the event Purchasers holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Purchaser agrees to enter into and perform such Purchaser’s 's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Purchaser has notified the Company in writing of such Purchaser's election to exclude all of such Purchaser's Registrable Securities from such Registration Statement. c(d) The Each Purchaser agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d3.1(f) or first sentence of Section 3(j3.1(g), the such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Purchaser’s 's receipt of the copies of the supplemented or amended prospectus contemplated by item Section 3.1(f) or Section 3.1(g) and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Purchaser's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (e) No Purchaser may participate in any underwritten registration hereunder unless such Purchaser (i) agrees to sell such Purchaser's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 3(d) or first sentence of Section 3(j)5.1 below.

Purchaser’s Obligations. The following are Purchaser's ----------------------- obligations: (a) At least five Purchaser agrees that all information supplied to it and its agents by Seller or its representatives in connection with the transactions contemplated hereby has been, and will hereafter through the Closing Date be, supplied pursuant to that certain Confidentiality Letter dated as of January 12, 2001 entered into between Purchaser and Seller (5the "Confidentiality Letter") calendar days prior and that, notwithstanding any provision of the Confidentiality Letter to the anticipated filing date contrary regarding the termination of such Confidentiality Letter upon the execution of a definitive purchase agreement, Purchaser shall, and shall cause its Affiliates and representatives to comply with all of the Registration Statement, the Company shall notify the Purchaser in writing terms and conditions of the Confidentiality Letter with respect to all such information from and after the Company requires from date hereof until the consummation of the transactions contemplated hereby. (b) In the event that any Permit or Environmental Permit which is to be assigned to Purchaser is not assignable, and Purchaser needs such Permit or Environmental Permit in order to operate the Business, Purchaser shall use its commercially reasonable best efforts (and Seller shall cooperate with Purchaser) to obtain such Permit or Environmental Permit at Seller's expense. (c) Purchaser shall (i) use its commercially reasonable best efforts to obtain for the Registration Statement. It shall be a condition precedent to the obligations benefit of Seller unconditional releases of the Company to complete Transferring Subsidiaries' respective obligations and liabilities, and substitute and replace itself for any of the registration pursuant to this Agreement Transferring Subsidiaries, under each surety, performance, fidelity or similar bond and other similar obligation with respect to the Registrable Securities Business in each case listed in Schedule 5.3(c) -------------- (collectively, the "Bonds") or (ii) if unable to obtain the foregoing with respect to any Bond, use its commercially reasonable best efforts to obtain a back-up bond or insurance over each such unreleased and/or unreplaced Bond, by issuers and in amounts reasonably satisfactory to Seller, in order to assure Seller that it and the Transferring Subsidiaries will have no obligations or liabilities under the Bonds. Nothing herein contained shall relieve Purchaser agrees of its liability hereunder to furnish duly and fully perform all obligations for which the Bonds were given as security. (d) Notwithstanding the provisions of Section 5.2(a) above, Purchaser shall not disrupt the operations of the Business prior to the Company that information regarding itselfClosing, the Registrable Securities and the intended method of disposition Purchaser shall not contact any customer or employee of the Registrable Securities as Business without the approval of Seller (which shall reasonably not be required to effect unreasonably withheld) and without the registration presence of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section a representative of the then current prospectus relating to Seller at any meeting if such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably presence is requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration StatementSeller. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. (a) At least five (5) calendar days prior to the anticipated filing date of the Registration Statement, the Company shall notify the Each Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be acknowledges that a condition precedent to the obligations of the Company to complete the registration pursuant to Sections 2 and 4 of this Agreement with respect to the Registrable Securities of a particular Purchaser shall be that (i) such Purchaser shall complete or cause to be completed the Registration Statement Questionnaire attached hereto as Appendix I and the Purchaser agrees to furnish deliver such completed and executed Registration Statement Questionnaire to the Company that information regarding itself, the Registrable Securities and the intended method of disposition within five (5) Business Days of the Registrable Securities date of this Agreement, and (ii) the information in such Registration Statement Questionnaire shall be true, correct and complete as of the date hereof and will be true, correct and complete as of the effective date of the Registration Statement and each day thereafter (provided that, if necessary to make the statement accurate, such Purchaser shall reasonably be required entitled to effect update such information prior to the registration effective date of such Registrable Securities the Registration Statement), and the Purchaser (iii) shall execute such documents in connection with such registration as the Company may reasonably request. The Each Purchaser covenants and agrees that, in connection shall promptly notify the Company of any material change with any sale of Registrable Securities by it pursuant respect to such information previously provided to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to Company by such Registration StatementPurchaser. (b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Each Purchaser agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(dSections 4(h) or the first sentence of Section 3(j)4(g) of this Agreement, the such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Purchaser’s receipt of the copies of the amended or supplemented or amended prospectus Prospectus contemplated by item (iiiSection 4(g) of Section 3(dthis Agreement or receipt of notice that no amendment or supplement is required and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or first sentence destroy (and deliver to the Company a certificate of destruction) all copies of the Prospectus covering such Registrable Securities current at the time of receipt of such notice (other than a single file copy, which such Purchaser may keep) in such Purchaser’s possession. Each transferee of such Registrable Securities agrees, by acquisition of the Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Registration Statement or to receive or use a Prospectus relating thereto, unless such holder, prior to use of such Registration Statement for the disposition of Registrable Securities, (i) agrees to be bound by the terms of this Agreement, and (ii) has furnished the Company with the completed Registration Statement Questionnaire required to be provided by each Purchaser under Section 3(j)6(a) above. (c) The Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act or any applicable state securities laws, except as contemplated in the Registration Statement or as otherwise permitted by law.

Purchaser’s Obligations. aIf the Purchaser elects to pay the Put Price by Share Settlement or Combined Settlement and such election has not been withdrawn in accordance with Section 3.5(e), the Purchaser must, or must cause the Issuer to: (i) At least five prepare and file with the U.S. Securities and Exchange Commission (5the “Commission”) calendar days a registration statement (the “Registration Statement”) relating to the resale by CCC of the Issuer Securities delivered to CCC in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (or any successor rule thereto) and use its commercially reasonable best efforts to cause the Registration Statement to be declared effective on or prior to the anticipated filing time of the Put Closing (but, in any event, not later than the date that is 90 days after the Put Closing) and keep the Registration Statement continuously effective in order to permit the prospectus included therein (the “Prospectus”) to be lawfully delivered by CCC, for a period of one year from the later of the date the Registration Statement is declared effective by the Commission and the date of the Put Closing, or such shorter period that will terminate when all the Issuer Securities covered by the Registration Statement have been sold pursuant thereto (the “Effectiveness Period”); (ii) use its commercially reasonable best efforts to cause the Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment, or supplement, (A) to comply with the Company shall notify the Purchaser in writing applicable requirements of the information Securities Act and the Company requires from rules and regulations of the Purchaser for Commission and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) furnish to CCC such copies of the Prospectus (and any amendment or supplement to the Prospectus), including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as CCC may reasonably request to facilitate the disposition of all Issuer Securities covered by the Registration Statement. It shall ; (iv) list the Issuer Securities being registered on the principal securities exchange or quotation system, as the case may be, on which the class of equity securities of which the Issuer Securities belongs trades; (v) promptly notify CCC of any stop order issued or threatened in writing to be a condition precedent issued by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered; (vi) in accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission such amendments to the obligations Registration Statement and supplements to the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and the Registration Statement and the Prospectus accurate and complete for the Effectiveness Period; (vii) use its commercially reasonable efforts to register or qualify the Issuer Securities covered by the Registration Statement and to maintain such registration or qualification under such U.S. state securities or blue sky laws as CCC reasonably requests and do any and all other reasonable acts and things necessary to enable CCC to consummate the disposition of the Company Issuer Securities in such jurisdiction, except that the Issuer will not for any purpose be required (A) to complete execute a general consent to service of process in any jurisdiction where it is not then subject to service of process, (B) to qualify to do business as a foreign corporation in any jurisdiction where it is not then so qualified, (C) to subject itself to taxation in any jurisdiction where it is not then so subject, or (D) to conform its capitalization or the registration pursuant composition of its assets to this Agreement the securities or “blue sky” laws of any jurisdiction; (viii) notify CCC, (A) of the initial filing of the Registration Statement with the Commission and (B) promptly after it receives notice thereof, of the date and time when the Registration Statement and each post-effective amendment thereto has become effective; (ix) notify CCC promptly of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; (x) notify CCC, at any time when the Prospectus is required to be delivered under the Securities Act, of any event which would cause the Prospectus to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly prepare and file with the Commission, and promptly notify CCC of the filing of, such amendments or supplements to the Registration Statement or the Prospectus as may be necessary to correct any such statements or omissions; (xi) permit a single firm of New York counsel designated by CCC (which initially will be Xxxxxxxxxx & Xxxxx LLP) a reasonable period of time prior to the filing of the Registration Statement with the Commission to review the Registration Statement, and a single firm of Chilean counsel designated by CCC to review the portions of the Registration Statement containing factual information about CCC or information about Chilean Law applicable to CCC, and will reasonably consider and take into account all reasonable comments from such counsel with respect thereto; (xii) furnish promptly to CCC copies of all written communications between the Issuer (including its counsel) and the Commission with respect to the Registrable Securities Registration Statement not otherwise set forth above; (xiii) otherwise use commercially reasonable efforts to comply with all applicable rules and the Purchaser agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition regulations of the Registrable Commission, and make available to CCC, as soon as reasonably practicable, an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and (xiv) if the Registration Statement ceases to be effective, promptly prepare and file a new registration statement covering the Issuer Securities previously covered the Registration Statement and use its commercially reasonable efforts to have such new registration statement declared effective as shall reasonably be required soon as possible and otherwise comply, as to effect such new registration statement, with the obligations hereunder as if such new registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to statement is the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. a(i) At least Purchaser acknowledges that prior to the date hereof, Purchaser has become familiar with the following information of Seller and its Affiliates not relating solely to the Business in the course of conducting its due diligence of the Business and negotiating and consummation the transactions contemplated by this Agreement, any and all of which constitute confidential information of Seller and its Affiliates (collectively the “Seller’s Confidential Information”): certain information held or maintained as confidential by Seller or its Affiliates not relating solely to the Business (which includes, without limitation, employee benefits and insurance information, computer software and programs information, certain contracts and agreements, and supplier and supply information), however documented, stored or maintained; provided, however, Seller’s Confidential Information shall not include foregoing information that (I) is or becomes generally available to the public other than (x) as a result of a disclosure by Purchaser or any of its Affiliates after the date hereof in violation of this Agreement or (y) as a result of the fault of any other person or entity that Purchaser knows or reasonably believes is bound by a duty of confidentiality to Seller or any of its Affiliates with respect to such information, or (II) is required to be disclosed by Purchaser or any of its Affiliates pursuant to a court order or other legal requirement (provided, Purchaser or any of its Affiliates, to the extent possible, will promptly notify Seller of such court order or other legal requirement to enable Seller to attempt to obtain a protective order or take other legal means to prohibit or limit any such disclosure. (ii) Except as otherwise permitted by Section 7.5, Purchaser, for itself and for each of its Affiliates, hereby covenants and agrees to the extent that any Seller’s Confidential Information does not rise to the level of a trade secret under applicable law, for a period of five (5) calendar days prior years after the Closing Date, and to the anticipated filing date extent that any Seller’s Confidential Information rises to the level of the Registration Statementa trade secret under applicable law, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser then for as long as such Seller’s Confidential Information remains a trade secret under applicable law (or for the Registration Statement. It shall be a condition precedent maximum duration provided under such law), neither Purchaser nor any of its Affiliates shall, directly or indirectly, (A) use for any purpose, or (B) disclose to any person or entity, any Seller’s Confidential Information. (iii) Purchaser, for itself and each of its Affiliates, agrees that the obligations provisions and restrictions contained in this Section 5.4 are reasonable and necessary to protect the legitimate continuing interests of the Company to complete the registration pursuant to this Agreement Seller and its Affiliates with respect to the Registrable Securities their business and the Purchaser agrees affairs, and that any violation or breach of these provisions will cause irreparable injury to furnish to the Company that information regarding itself, the Registrable Securities such persons for which a remedy at law would be inadequate and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with addition to any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating monetary damages or other relief at law which may be available to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation persons for such violation or breach and filing regardless of any Registration Statement hereunderother provision contained in this Agreement, unless Seller and its Affiliates shall be entitled to injunctive and other equitable relief as a court may grant after considering the Purchaser has notified the Company in writing intent of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statementthis Section 5.4. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. (a) At least five (5) calendar days prior to the anticipated filing date of the Registration Statement, the Company shall notify the Each Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be acknowledges that a condition precedent to the obligations of the Company to complete the registration pursuant to Sections 2 and 3 of this Agreement with respect to the Registrable Securities of a particular Purchaser shall be that (i) such Purchaser shall complete or cause to be completed the Registration Statement Questionnaire attached hereto as Appendix I, and (ii) the information in such Registration Statement Questionnaire shall be true, correct and complete as of the date hereof and will be true, correct and complete as of the effective date of the Registration Statement and each day thereafter (provided that, if necessary to make the statement accurate, such Purchaser agrees shall be entitled to furnish update such information prior to the Company that information regarding itself, the Registrable Securities and the intended method of disposition effective date of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities Registration Statement), and the Purchaser (iii) shall execute such documents in connection with such registration as the Company may reasonably request. The Each Purchaser covenants and agrees that, in connection shall promptly notify the Company of any material change with any sale of Registrable Securities by it pursuant respect to such information previously provided to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to Company by such Registration StatementPurchaser. (b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Each Purchaser agrees that, upon receipt of written any notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(dSections 3(f) or 4 of this Agreement or the first sentence of Section 3(j)3(e) of this Agreement, the such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any the Registration Statement(s) Statement covering such Registrable Securities until the such Purchaser’s 's receipt of the copies of the amended or supplemented or amended prospectus Prospectus contemplated by item Section 3(e) of this Agreement or receipt of notice that no amendment or supplement is required and, if so directed by the Company, such Purchaser shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies of the Prospectus covering such Registrable Securities current at the time of receipt of such notice (other than a single file copy, which such Purchaser may keep) in such Purchaser's possession. Each transferee of such Registrable Securities agrees, by acquisition of the Registrable Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Registration Statement or to receive or use a Prospectus relating thereto, unless such holder (i) agrees to be bound by the terms of this Agreement, (ii) purchases at least the lesser of 175,000 shares of Registrable Securities and all of that number of shares of Registrable Securities initially purchased by the transferring Purchaser from the Company on the Closing Date, and (iii) of has furnished the Company with the completed Registration Statement Questionnaire required to be provided by each Purchaser under Section 3(d5(a) or first sentence of Section 3(j)above.

Purchaser’s Obligations. a) At least five (5) calendar days 1. On or prior to the anticipated filing date of the Registration Statementthis Agreement, the Company shall notify Purchaser shall: 1.1 deliver or procure the Purchaser in writing delivery of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations Seller a counterpart of this Agreement, the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities Seller Updated Disclosure Letter and the Purchaser agrees Disclosure Letter duly executed by each party to furnish it (other than the Seller); and 1.2 deliver or procure the delivery of to the Company that information regarding itself, Seller or the Registrable Securities and the intended method of disposition Seller’s Solicitors: (a) a copy of the Registrable Securities unanimous written resolutions of the board of directors of the Purchaser authorising (i) the entry into and execution of the Transaction Documents to which it is party and all documents to be executed by the Purchaser at Completion and (ii) the issuance and delivery of the Consideration Shares to the Seller (or as shall reasonably the Seller may direct); (b) a copy of the unanimous written resolutions of the board of directors of the Purchaser and/or any other member of the Purchaser’s Group that will be required a party to effect the registration Purchaser Debt Finance Documents authorising the entry into and execution of such Registrable Securities the Purchaser Debt Finance Documents and all documents to be executed by the Purchaser and/or other members of the Purchaser’s Group in relation thereto; and (c) a copy of each power of attorney, if any, under which any document to be delivered to the Seller has been executed. 2. On the date that the Shareholder Consent Condition is satisfied, the Purchaser shall execute and deliver to the Seller a counterpart of the Seller Disclosure Letter. 3. At Completion, the Purchaser shall: 3.1 procure that the Cash Consideration shall be transferred to the Seller’s Designated Account by telegraphic transfer in immediately available cleared funds; 3.2 execute and deliver or procure the execution and delivery of to the Seller or the Seller’s Solicitors, the Shareholders’ Agreement (and any other documents required to be executed and delivered or actions taken pursuant thereto, including any such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants required to be executed and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested delivered or actions taken by the Company Purchaser in connection with the preparation and filing of any Registration Statement hereunder, unless order to enable the Purchaser has notified to issue the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(jConsideration Shares), the TMLA and the TSA, duly executed by each party to it (other than the Seller); 3.3 issue and deliver the Consideration Shares to the Seller (or as the Seller directs) and deliver to the Seller (or as the Seller directs) a book-entry confirmation in form reasonably satisfactory to the Seller from the registrar and transfer agent for the Purchaser will immediately discontinue disposition of Registrable Securities pursuant Common Stock evidencing the issuance to any Registration Statement(sthe Seller (or to such other person as the Seller directs) covering such Registrable Securities until the Purchaser’s receipt of the copies Consideration Shares; 3.4 procure that the shares of the supplemented Purchaser Common Stock constituting the Consideration Shares shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance; and 3.5 provide evidence to the Seller that the Intra-Group Borrowings have been paid by the Purchaser or amended prospectus contemplated by item (iii) the relevant member of Section 3(d) or first sentence of Section 3(jthe Group in accordance with Clause 6.1(a).

Purchaser’s Obligations. aAt the Closing, provided that Seller delivers each and every item outlined above and required to be delivered by Purchaser shall deliver, or cause to be delivered to Seller, the following, all of which shall be in form and content acceptable to Seller: A. Provided that Seller delivers at Closing each and every item outlined above in Section 7.2, then Purchaser shall deliver, or cause to be delivered, the following: (i) At least five All of the stock certificates evidencing the HEC Shares, together with irrevocable stock powers duly authorized and executed by the Company, as the record holder of each such stock certificate; (5ii) calendar days prior Special Warranty Deed pursuant to which the Company has transferred to the anticipated filing date Equipment Subsidiary the Real Property owned by the Company, and located in Wichita, Kansas; (iii) The Bill of Sale; (xx) Certified resolutions of the Registration Statement, the Company shall notify Board of Directors of the Purchaser in writing authorizing the transactions contemplated herein; (v) Certified resolutions of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations Board of Directors of the Company authorizing the transactions contemplated herein; and (vi) All other items required to complete be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the registration pursuant transactions contemplated hereby. B. If Seller fails for any reason (including without limitation Seller's inability to obtain financing) to provide each and every item outlined in SECTION 7.2, then Seller nevertheless be obligated and required to deliver the items described in Subsections 7(c), 7(d), 7(e), 7(p), 7(q) and 7(r), and in exchange therefor, Purchaser shall deliver to Seller the following: (i) At Closing, Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) payable to Seller in cash or other immediately available funds; (ii) At Closing, a Subordinated Promissory Note executed by Allwaste, Inc., a Delaware corporation, and payable to the order of Purchaser in the original principal amount of One Hundred Ninety-Five Thousand and No/100 Dollars ($195,000.00), in the form of Subordinated Promissory Note received by Gene Maxon, Kenneth Grounds and Hxx Xxxxxiates, to be endorsed and assigned without recourse, to Seller; and (iii) The right to receive Fifty-Five Thousand and No/100 Dollars in the event that withing four (4) years of closing the Purchaser becomes a "Public Entity." For purposes of this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute be deemed to have become a Public Entity if (i) it or any successor shall have closed the offering to the public of any class of equity securities of the Purchaser or such documents in connection successor pursuant to a registration statement ordered effective under the Securities Act of 1933, as amended, (ii) the Purchaser or any successor shall merge or consolidate with, or sell all or substantially all of its assets to, (x) any entity which has a class of equity securities registered under the Securities Act of 1934, as amended (the "Exchange Act"), (y) an Affiliate of any such entity with such registration as a class equity securities registered under the Company may reasonably request. The Purchaser covenants and agrees thatExchange Act, in connection with or (z) Allwaste or any sale of Registrable Securities by it pursuant to the Registration StatementAffiliate thereof, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item or (iii) 80% or more of Section 3(d) or first sentence the issued and outstanding voting securities of Section 3(j), the Purchaser will immediately discontinue disposition or any successor to the Purchaser otherwise becomes owned, directly or indirectly, by an entity which has a class of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until equity securities registered under the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j)Exchange Act.

Purchaser’s Obligations. At the Closing, Purchaser will deliver or cause to be delivered to Sellers, the following: (a) At least five Certified checks or wire transfers of funds to Mr. Maxon, Mr. Grouds and Hub Associates in payment of the cash xxxxxxxxxtion for the Subject Shares payable pursuant to SECTION 2.2(A) of this Agreement; (5b) calendar days prior Certified checks or wire transfers of funds to Mr. Maxon, Mr. Grounds and Hub Associates, in payment of the indxxxxxxxx consideration payable pursuant to Section 2.2(b) of this Agreement; (c) The Subordinated Notes, duly endorsed and assigned without recourse to Sellers; (d) Agreements Not to Compete in substantially the form attached hereto as EXHIBIT A, duly executed by Purchaser, for execution by Mr. Maxon, Mr. Grounds, Martin S. Hubbard and Michael E. Rakestrxx; (e) An opiniox xx xxxxxxx xxxxed by (x) Xxxxx, Xxxxx & Harris Incorporated, counsel for Sellers, in the xxxx xxxxxxxd hxxxxx as EXHIBIT E and incorporated herein by reference and (ii) general counsel of Allwaste as to the anticipated filing date valid issuance of the Registration StatementSubordinated Notes; (f) Certificate in form and substance satisfactory to Sellers, dated the Company shall notify the Closing Date and executed by Purchaser, stating that after due inquiry, Purchaser has determined that (1) all of purchaser's representations and warranties set forth in writing ARTICLE IV of this Agreement are true, complete and correct as of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itselfClosing Date, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b(2) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude performed all of the Purchaser’s Registrable Securities from such Registration Statement.covenants and agreements to be performed by Purchaser pursuant to SECTION 5.5 of this Agreement, and (3) all conditions to Closing set forth in SECTION 6.2 of this Agreement have been satisfied; c(g) The Purchaser agrees that, upon receipt of written notice from the Company Certified resolutions of the happening Board of any event Directors of Purchaser, in form and content reasonably acceptable to Sellers, authorizing the transactions contemplated herein; and (h) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus transactions contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j)hereby.

Purchaser’s Obligations. At the Closing, Purchaser will deliver or cause to be delivered to Sellers, the following: (a) At Wire Transfers of funds in the aggregate amount of the Purchase Price, in accordance with written instructions to be delivered at least five twenty-four (524) calendar days hours prior to the anticipated filing date of the Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.Closing; (b) The Olivier Employment Agreement, duly executed by the Company; (c) An opinion of counsel issued by Boyer, Ewing & Harris Incorporated, counsel for Purchaser, in foxx xxx xxxxxnt xxxxxxably satisfactory to Sellers and Sellers' legal counsel; (d) Certificate in form and substance satisfactory to Sellers, dated the Closing Date and executed by its acceptance Purchaser, stating that after due inquiry, Purchaser has determined that (1) all of Purchaser's representations and warranties set forth in ARTICLE IV of this Agreement are true, complete and correct as of the Registrable SecuritiesClosing Date, agrees and (2) all conditions to cooperate with the Company as reasonably requested by the Company Closing set forth in connection with the preparation and filing SECTION 6.2 of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all this Agreement have been satisfied; (e) Certified resolutions of the Board of Directors of Purchaser’s Registrable Securities from such Registration Statement., in form and content reasonably acceptable to Sellers, authorizing the transactions contemplated herein; and c(f) The Purchaser agrees that, upon receipt of written notice from the Company All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the happening transactions contemplated hereby, including such certificates as are necessary from third parties to establish the truth and accuracy of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j)'s representations and warranties set forth herein.

Purchaser’s Obligations. Subject to the Sellers having done or procured to be done those things set out in Part 1 of this schedule, at Completion the Purchaser shall: (a) At make a payment to the bank account of each Institutional Seller (the details of which, including account bank, account number, sort code, SWIFT, IBAN and payment reference will be notified by each Institutional Seller to the Purchaser at least 5 Business Days prior to Completion) of an amount equal to the Initial Cash Consideration apportioned to each Institutional Seller as set out in the Final Consideration Calculation Spreadsheet (after any set-off pursuant to Clause 9.7); (b) make a payment to the bank account of the paying agent appointed in respect of all of the Sellers excluding the Institutional Sellers ((the details of which, including account bank, account number, sort code, SWIFT, IBAN and payment reference will be notified by the Seller Representatives to the Purchaser at least five (5) calendar days Business Days prior to the anticipated filing date Completion) of the Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser for the Registration Statement. It shall be a condition precedent an amount equal to the obligations of Initial Cash Consideration apportioned to such Sellers as set out in the Company to complete the registration Final Consideration Calculation Spreadsheet (after any set-off pursuant to this Agreement with respect to the Registrable Securities Clause 9.7), it being agreed and the Purchaser agrees to furnish to the Company understood that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents not be concerned, and shall have no liability in connection with such registration as respect of the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale allocation of Registrable Securities by it pursuant the Initial Cash Consideration among the Sellers; (c) deliver to the Registration Statement, it shall comply with the “Plan of Distribution” section Sellers a copy of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance resolutions of the Registrable Securitiesboard of directors (or a duly constituted committee of the board) of the Purchaser authorising the execution of this agreement, agrees and each of the other Transaction Documents to cooperate with which it is or is to be a party; and (d) deliver to the Company as reasonably requested Sellers a counterpart to the Key Employee Transfer Letters duly executed by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. a2.1 The Purchaser shall:- (A) At least five pay to GEC in immediately available funds by Federal Wire transfer to account number 000-0-000000 in the name of The General Electric Company plc at The Chase Manhattan Bank, New York, New York ABA000000000 the Purchase Price and telephone Xxxxxxxxx Xxxxxx, The Chase Manhattan Bank, New York on (5000) calendar days prior 000 0000 immediately thereafter quoting the Federal Wire ID number of the payment; (B) deliver to GEC, duly executed by the Purchaser, a counterpart original of the Tax Covenant and the Environmental Deed; (C) deliver to GEC a certified copy of the board resolutions of the Purchaser approving the execution and entering into by the Purchaser of this Agreement, the Tax Covenant, the Disclosure Letter, and the transactions contemplated hereby; (D) deliver to GEC a certified copy of each resolution referred to in clause 7.3; (E) deliver to GEC a legal opinion from legal advisers to the anticipated filing date Guarantor in Ontario, Canada reasonably acceptable to GEC addressed to GEC in the Agreed Form; and (F) deliver to GEC the licences and assignments referred to in clause 10 in the Agreed Form executed by the relevant members of the Registration Statement, the Company shall notify the Purchaser in writing Purchaser's Group party thereto. Payment of the information Purchase Price in full in accordance with the Company requires from foregoing shall discharge all the Purchaser for the Registration Statement. It shall be a condition precedent to the Purchaser's obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itselfthereto, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration not be concerned as to the Company application of the Purchase Price or any part thereof to which any beneficial owner of any of the Shares may reasonably request. be entitled. 2.2 The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan its obligations set out in Part 3 of Distribution” section of the then current prospectus relating to such Registration Statementthis Schedule. b) 2.3 The Purchaser, by its acceptance Purchaser shall enter into the contract of employment described in clause 7.16 with Xxx Xxxxx if the Registrable Securities, agrees to cooperate with conditions therefor have been satisfied. Part 3 The Purchaser and GEC shall both procure that each GEC Group Company is released from the Company as reasonably requested cross-guarantees granted by the Company Group Companies and the GEC Group Companies in connection with relation to the preparation GEC Group's and filing of any Registration Statement hereunder, unless the Group Companies' banking offset arrangements in the United Kingdom. At Completion the Purchaser and GEC shall sign and send a letter in the Agreed Form to The National Westminster Bank Plc confirming that Completion has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statementoccurred. c) The Purchaser agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in item (iii) of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j).

Purchaser’s Obligations. At the Closing, Purchaser will deliver or cause to be delivered to Sellers, the following: (a) At least five The Convertible Notes; (5b) calendar days prior Certified check or wire transfer of funds to Mr. Walker in the anticipated filing date amount of Ten Thousand and No/100 Dollars ($00,000.00), as payment of the Registration Statementindependent consideration payable pursuant to SECTION 2.2 of this Agreement; (c) The Mortgage Note; (d) Guaranty of Specific Indebtedness in substantially the form attached hereto as EXHIBIT I, the Company shall notify the Purchaser in writing duly executed by Allwaste guaranteeing repayment of the information Convertible Notes; (e) The Walker Employment Agreement, duly executed by the Company requires from Purchaser; (f) The Walker Noncompete Agreement, duly executed by the Purchaser; (g) The Registration Rights Agreement, duly executed by Invatec; (h) Payment of any outstanding amounts payable to Sellers pursuant to SECTION 5.9 of this Agreement; (i) An opinion of counsel issued by Boyer, Ewing & Harris Incorporated, counsel for Purchaser, in xxxx xxx xxxtenx xxxxonably satisfactory to Sellers and Sellers' legal counsel; (j) Certificate in form and substance satisfactory to Sellers, dated the Closing Date and executed by Purchaser, stating that after due inquiry, Purchaser for the Registration Statement. It shall be a condition precedent to the obligations has determined that (1) all of Purchaser's representations and warranties set forth in ARTICLE IV of this Agreement are true, complete and correct as of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and the Purchaser agrees to furnish to the Company that information regarding itselfClosing Date, the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Purchaser shall execute such documents in connection with such registration as the Company may reasonably request. The Purchaser covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b(2) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude performed all of the Purchaser’s Registrable Securities from such Registration Statement.covenants and agreements to be performed by Purchaser pursuant to SECTION 5.9 of this Agreement, and (3) all conditions to Closing set forth in SECTION 6.2 of this Agreement have been satisfied; c(k) The Purchaser agrees that, upon receipt of written notice from the Company Certified resolutions of the happening Board of any event Directors of Purchaser, in form and content reasonably acceptable to Sellers, authorizing the transactions contemplated herein; and (l) All other items required to be delivered hereunder or as may be requested or which are necessary or would reasonably facilitate consummation of the kind described in item (iii) transactions contemplated hereby, including such certificates as are necessary from third parties to establish the truth and accuracy of Section 3(d) or first sentence of Section 3(j), the Purchaser will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by item (iii) of Section 3(d) or first sentence of Section 3(j)'s representations and warranties set forth herein.

Purchaser’s Obligations. (a) At least five (5) calendar days Business Days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify the Purchaser Purchasers in writing of the information the Company requires from the Purchaser for Purchasers if the Purchasers elects to have any of the Purchasers’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities and that (i) the Purchaser agrees to Purchasers furnish to the Company that such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably be required to effect the effectiveness of the registration of such Registrable Securities Securities, and (ii) the Purchaser shall Purchasers execute such documents in connection with such registration as the Company may reasonably request. . (b) The Purchaser Purchasers covenants and agrees thatby its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(c)(i)–(ii) and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with any sale sales of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement. b) The Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has notified the Company in writing of an election to exclude all of the Purchaser’s Registrable Securities from such Registration Statement. (c) The Purchaser agrees that, upon Upon receipt of written a notice from the Company of the happening occurrence of any event of the kind described in item (iii) of Section 3(d3.1(c)(ii)–(v) or first sentence of Section 3(j3.1(l), the Purchaser Purchasers will immediately forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities under the Registration Statement until the Purchaser’s receipt of the copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by item (iii) Section 3.1(i), or until it is advised in writing by the Company that the use of Section 3(d) the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or first sentence of Section 3(j)supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.