Common use of Additional Conditions Precedent Clause in Contracts

Additional Conditions Precedent. Purchaser's obligations hereunder are subject to satisfaction by Seller of the following conditions precedent on or before the Closing Date: A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing; and J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating to the Equipment and the Lease.

Additional Conditions Precedent. Purchaser's obligations hereunder are subject to satisfaction by Seller of the following (i) All conditions precedent on or before the Closing Date: A. Lessee as may be required in connection with any Advance pursuant to Section 7.01 hereof shall have inspected, approved and accepted been satisfied in the Equipment for lease pursuant to a Certificate sole judgment of Acceptance under the Lease on or before Closing DateLender; B. Seller (▇▇) Prior to the initial Advance under each Interim Construction Loan, Borrower shall have delivered to Purchaser one certified copy Lender an Affidavit; (iii) If required by Lender, Borrower shall deliver to Lender a Construction Draw Request executed by Borrower in the form of the Lease Exhibit "K" attached hereto and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and incorporated herein for all schedules and attachments theretopurposes, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all or in such other form as Lender may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lesseerequire; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed If required by Lender, Borrower shall deliver to obtain Lender down-date endorsements to the discharge Title Insurance Binder prepared by the Title Company showing that since the date of any bankruptcy or insolvency proceeding initiated against it by others within 60 days issuance of the date such proceedings were initiated; Title Insurance Policy, no Lien or other encumbrances have been claimed, granted or otherwise created with respect to or covering the subject Lot(s); (v) requested If required by Lender, Borrower shall deliver to Lender lien waivers from the subcontractors and materialmen connected with any items to be paid in connection with said application for Advance; such lien waivers shall be in form and substance satisfactory to Lender; (vi) If required by Lender, Borrower shall deliver to Lender copies of such billing statements, vouchers or consented invoices from the Persons to whom money is owed, as Lender may require; (vii) The location of all or any part of a Residence does not and will not encroach upon any adjoining properties or interfere with any easement, building setback line, restrictive covenant or right-of-way, and each Residence is constructed on the Lot approved by Lender for the construction of such Residence; (viii) Borrower shall deliver to Lender current monthly operating and sales reports, in form and substance satisfactory to Lender along with copies of any contracts entered into since the last Advance; (ix) If required by Lender, Borrower shall deliver to Lender all subcontracts executed prior to the appointment date of a trustee or receiver such Advance in connection with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price construction of the Equipment does Residences and not exceed the fair market value thereofpreviously delivered to Lender; H. (x) If required by Lender, Borrower shall deliver to Lender any and all other supporting documents reasonably required by Lender; (xi) All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby funds previously disbursed by Lender under all Interim Construction Loans shall have been obtained or made, and executed or certified copies thereof applied in accordance with the Budget relating to such Interim Construction Loans; (xii) All construction prior to the date of a Borrowing Request shall have been delivered to Purchaserdone in accordance with the Plans with no substantial deviations; I. Seller shall have performed and complied (xiii) The amount of undisbursed proceeds from any Interim Construction Loan attributable to the Unit relating to such Interim Construction Loan is sufficient to pay the cost of completing such Unit in all material respects accordance with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the ClosingPlans; and J. Seller (xiv) The Borrower shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating deliver to the Equipment Lender in connection with each Unit for which an Advance is requested, an Affidavit of Bills Paid in the form of Exhibit "L", attached hereto and incorporated herein for all purposes. (xv) If required by Lender, Borrower shall obtain and deliver to Lender the following site assessments conducted and certified by independent qualified environmental consultant(s) approved by Lender: (a) a Category 1 or Phase 1 environmental audit assessing the presence of Hazardous Material, if any, at the Premises; (b) such further site assessments as Lender may require due to the results obtained in (a) above; and (c) a report from such consultant(s) to the effect that no Hazardous Materials are present at the Premises. The environmental consultant(s), its qualifications, the scope and methodology of its investigations, its reports and recommendations and the Leaseform, scope and substance of its certifications to Lender shall be acceptable to Lender in all respects. For purposes of this Section, a Category 1 or Phase 1 environmental audit refers to what is commonly known within the industry as a three-phase approach the purpose of which is to assess the presence or absence of information that indicates potential contamination and to make recommendations for further investigation. A Category I or Phase 1 environmental audit would typically include, but not be limited to: a site history review, interviews with individuals who are familiar with the site and regulatory agency personnel, a site visit and off-site research (i.e., aerial photographs).

Additional Conditions Precedent. Purchaser's obligations hereunder are subject (a) The Lenders will only be obliged to satisfaction by Seller comply with Clause 5.4 (Lenders' Participation) in relation to the Utilisation if, prior to the delivery of the following conditions precedent on Utilisation Request, the Agent has received confirmation from the Original Lenders that all of the documents and other evidence set out in paragraph (b) below have in each case been received in form and substance satisfactory to the Original Lenders (acting reasonably), save where otherwise indicated in paragraph (b) below (or before the Closing DateAgent has received confirmation from the Original Lenders waiving the requirement to receive all of the documents and other evidence set out in paragraph (b) below). The Agent must give this notification to the Company promptly upon receiving confirmation from the Original Lenders of such satisfaction. (b) The documents and evidence referred to in paragraph (a) above are as follows: A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant to (i) a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered to Purchaser one certified copy of the Lease Offer Announcement or Scheme Announcement (as applicable) in the form that matches the draft Offer Announcement or draft Scheme Announcement (as applicable) (save for any consequential changes to reflect the change from an Offer to a Scheme or vice versa or any changes permitted pursuant to paragraph (a) of Clause 20.21 (Acquisition Undertakings)) (not required to be in form and substance satisfactory to the Lease Documents Original Lenders); (including the original executed ii) a copy of the Schedule marked "Counterpart No. 1" Offer Document or the Scheme Document (as applicable) in a form which complies with the relevant provisions of paragraph (b) of Clause 20.21 (Acquisition Undertakings) (not required to be in form and all schedules and attachments thereto, substance satisfactory to the Certificate of Acceptance, and Original Lenders); (iii) a certified true and complete copy of any amendment or waiver (if applicable) related to the Master Lease, all Offer Document or the Scheme Document (as may have been amended from time applicable) (not required to time up be in form and substance satisfactory to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or LesseeOriginal Lenders); C. Seller shall have delivered to Purchaser documentation reasonably supporting (iv) a certificate from the validity and enforceability Company confirming: (A) if the Acquisition is being pursued by way of Lessee's obligations under a Scheme , that the LScheme Effective Date has occurred in accordance with the Scheme Document and/or the Companies ▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser▇; F. Lessee shall not, between (B) if the date hereof Acquisition is being pursued by way of an Offer: (I) that the Squeeze Out Trigger Date has occurred and that the Closing Date, have (i) ceased doing business as a going concern or, in Squeeze Out Trigger Election Date will occur within 10 Business Days of the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Utilisation Date; and (iiII) made an assignment for the benefit actual level of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary acceptances in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to PurchaserOffer as at the date of such certificate; I. Seller shall have performed (C) the amount of cash consideration per Target Share; (D) that the Company is in compliance with sub-paragraphs (a), (b) and complied (e) of Clause 20.21 (Acquisition Undertakings) provided that, in all material respects the case of paragraphs (b) and/or (e) of Clause 20.21 (Acquisition Undertakings), the Company will only be unable to give this confirmation if it has failed to comply with all agreements and conditions required by this Agreement paragraphs (b) and/or (e) to be performed or complied with by it prior the extent that such failure to or at comply is materially adversely prejudicial to the Closinginterests of the Finance Parties; and J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming (E) if the filing Acquisition is being pursued pursuant to an Offer, that the Unconditional Date has occurred; and (v) an updated Funds Flow Statement (not required to be in form and payment of all sales, use, property and other taxes relating substance satisfactory to the Equipment Original Lenders) which demonstrates that all fees, costs and expenses of the Finance Parties (including legal fees previously advised in writing before the date referred to in Clause 4.2(a)) due and payable on, or in relation to, the Utilisation Date will be paid from the proceeds of the Utilisation. (c) Without prejudice to paragraph (b) above, the Company will only be entitled to deliver the Utilisation Request if, no earlier than 15 Business Days before and no later than 10 Business Days before: (i) if the Acquisition is being pursued by way of a Scheme, the date anticipated to be Scheme Effective Date; or (ii) if the Acquisition is being pursued by way of an Offer, the date anticipated to be the Unconditional Date, the Company has delivered to the Agent a notice in writing (a "Pre-Notice") certifying that it is intending to deliver the Utilisation Request not later than the Scheme Effective Date or the Unconditional Date (as applicable) and that there is a realistic possibility that the Scheme Effective Date or the Unconditional Date (as applicable) will occur within the time frame set out above, notwithstanding that not all conditions under this Clause 4 have been, at that time, satisfied. The Agent shall promptly deliver any Pre-Notice to the Lenders. (d) If, following the delivery of a Pre-Notice, the Company suspects that it will be unable to deliver the Utilisation Request and satisfy the remaining conditions under this Clause 4 that remain, at that time, unsatisfied, it may (in its absolute discretion) revoke that Pre-Notice by notifying the Agent in writing of such revocation. The Agent shall promptly deliver any such notice to the Lenders. (e) The Company may serve up to four Pre-Notices, provided that only two such notices may be served if the Acquisition is being pursued by way of an Offer. (f) The Company is not liable for any costs incurred by the Lenders in connection with the serving of any Pre-Notice and the LeaseLenders acknowledge that any Pre- Notice is served purely for information purposes and does not obligate the Company to submit the Utilisation Request.

Additional Conditions Precedent. Purchaser's obligations hereunder are The obligation of Purchaser to make any Prepayments is subject to satisfaction by Seller of the following conditions precedent having been complied with to the satisfaction of, or waived in writing by, Purchaser on or before the Closing Date: A. Lessee shall have inspectedDate (each document, approved instrument, certificate, opinion or other paper referred to below to be in form and accepted the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered substance reasonably satisfactory to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments theretoand, the Certificate of Acceptanceunless otherwise specified, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including be dated the Closing Date) in substantially ); provided, that it shall not be a condition precedent to the form obligation of Purchaser that has been presented any document be produced or action taken that is to be produced or taken by Purchaser or by a Person within Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee;’s control: C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern orNo circumstance, fact or condition shall exist that, in the reasonable opinion of PurchaserPurchaser (upon advice of legal counsel), suffered would make it illegal under applicable law for (A) Purchaser to make any of the Prepayments or (B) for any party to execute, deliver and perform the Operative Documents to which it is a material adverse change in its financial party; and (ii) no action or operating condition through and including proceeding shall have been commenced, nor shall any action or proceeding be threatened, before any court or governmental agency, nor shall any order, judgment or decree have been issued by any court or governmental agency, prior to the Closing Date; (ii) made an assignment for , in any such case, to set aside, restrain, enjoin or prevent the benefit completion and consummation of creditorsthis Agreement, admitted in writing its inability to pay its debts as they mature the Master Agreement or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy other Operative Document or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby or thereby. (b) The following documents shall have been obtained duly authorized, executed and delivered by the respective party or made, parties thereto and shall be in full force and effect on the Closing Date and an originally executed or certified copies thereof counterpart of each shall have been delivered to the Purchaser: (i) this Agreement; I. Seller (ii) the Master Agreement; (iii) the Security Agreement; and (iv) all other Security Documents. (c) Purchaser shall have received the following: (i) evidence authorizing all of the execution, delivery and performance by Supplier, of this Agreement, the Master Agreement and each other Operative Document to which Supplier is or will be a party; (ii) a copy of a good standing certificate (to the extent such concept exists) from the applicable Government Entity of Supplier’s jurisdiction of incorporation, organization or formation; (iii) a copy of (A) each organizational document of Supplier certified, to the extent applicable, as of a recent date by the applicable Government Entity, (B) signature and incumbency certificates of the responsible officers of Supplier executing the Operative Documents, (C) resolutions of the board of directors and/or similar governing bodies of Supplier approving and authorizing the execution, delivery and performance of the Operative Documents, certified as of the Closing Date by its secretary, an assistant secretary or a responsible officer as being in full force and effect and that such resolutions or written consents have not been modified, rescinded or amended, (D) customary Lien searches in any applicable jurisdiction including any tax, judgment and bankruptcy Lien searches with respect to Supplier, in each case, performed in the jurisdiction of organization of such Supplier or any other relevant jurisdiction, and complied (E) an executed legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special German counsel to Corden Pharma GmbH, in all material respects each case in form and substance reasonably satisfactory to the Purchaser; and (iv) such other documents and evidence with all agreements and conditions respect to the Supplier as the Purchaser or its counsel may reasonably request to establish the consummation of the transactions required to be completed by this Agreement and the other Operative Documents as of the Closing Date, the taking of all corporate proceedings in connection therewith, and compliance with the conditions herein or therein set forth. (d) On the Closing Date the following statements shall be correct, and Purchaser shall have received evidence reasonably satisfactory to it to the effect that: (i) the representations and warranties of Supplier contained in this Agreement or any other Operative Document shall be performed true and correct on and as of the Closing Date as though made on and as of the Closing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date); (ii) all approvals and consents, if any, of any trustee or complied holder of any indebtedness or obligation of the Supplier or any of its respective Affiliates that are required in connection with any of the transactions contemplated by it prior to this Agreement shall have been duly obtained; (iii) no event shall have occurred and be continuing which constitutes a Default or at the Closingan Event of Default under this Agreement; and J. Seller (iv) all reports to, and all acceptances, approvals and consents of, any Government Entity that are required in connection with any of the transactions contemplated by this Agreement, the Master Agreement or any other Operative Document, or in connection with Supplier’s performance of its obligations under such agreements, shall have provided Purchasers with documentation requested been duly made or obtained, and no suit or proceeding by Purchasers confirming any Government Entity or third party opposing any of the filing and payment transactions contemplated by this Agreement shall be pending or threatened. (e) All appropriate action, if any, required to have been taken by any Government Entity of all salesSwitzerland, useGermany, property and the United States or other taxes relating applicable jurisdiction, on or prior to the Equipment Closing Date in connection with the transactions contemplated by this Agreement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals, if any, of such Government Entities required to be in effect on the LeaseClosing Date in connection with the transactions contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Closing Date. It is further understood and agreed that as conditions precedent to Purchaser’s obligation to make any Prepayment following the Closing Date, the following shall have been complied with to the satisfaction of, or waived in writing by, Purchaser: (i) the condition set forth in paragraph (a) of this Section 4, the conditions set forth in paragraphs (d) and (e) of this Section 4, and, solely with respect to any Additional Collateral, the conditions set forth in paragraphs (b)(iv) and (c) of this Section 4 (provided that references therein to “Closing Date” shall, for each of these purposes be deemed to refer to the date of the applicable Prepayment).

Additional Conditions Precedent. Purchaser's obligations hereunder are In addition to the deliveries required by Section 5.2, the Closing of this Agreement is subject to the satisfaction by Seller of the following conditions precedent on or before the Closing Dateprecedent: A. Lessee 5.3.1. SSI shall have inspectedraised not less than the sum of $750,000 from the sale of shares of SSI Common Stock to Accredited Investors, approved at a price of $0.75 per share or an aggregate of 1,000,000 shares, which offering may include one warrant to acquire an additional share of SSI Common Stock at an exercise price of $1.50 per share for every two shares of SSI Common Stock purchased at $0.75 per share; and accepted SSI shall have provided VASCO, prior to Closing, with copies of the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Datesubscription agreements contemplated by this Section 5.3.1; B. Seller 5.3.2. SSI shall have delivered executed the Asset Purchase Agreement with Dolfin.com, Inc., a ▇▇▇▇▇▇▇▇ ▇orporation ("Dolfin"), in the form of Exhibit J (the "Dolfin Agreement"), which agreement shall be effective as of the Effective Date, and each of SSI and Dolfin shall have satisfied all conditions required by the Dolfin Agreement such that all transactions contemplated thereunder shall have closed, all on a basis consistent with the SSI Business Plan; and SSI shall have provided VASCO, prior to Purchaser one certified Closing, with a copy of the Lease Dolfin Agreement; 5.3.3. SSI and SSGI shall have consummated, or shall simultaneous with Closing, consummate, the proposed reorganization contemplated by such parties, pursuant to which SSI would be acquired by or merged into SSGI (the "Proposed Reorganization"). SSI represents, covenants and agrees that, upon consummation of the Proposed Reorganization, which shall be documented by an agreement between SSI and SSGI in the form attached hereto as Exhibit K (the "Proposed Reorganization Agreement"), which agreement shall be effective as of the Effective Date, SSI shall ensure that (a) the terms and conditions of the Proposed Reorganization do not and, with the passage of time will not, adversely effect any right or privilege possessed by VASCO pursuant to this Agreement or any of the Collateral Documents and (b) either (i) SSI's rights and obligations under this Agreement and the Lease Collateral Documents are assigned in full to SSGI, pursuant to an instrument of assignment in form and substance satisfactory to VASCO or (including ii) SSGI shall enter into a new set of documents with VASCO, substantially identical to the original executed copy Collateral Documents, for the express purpose of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of LesseeSSGI assuming without variation SSI's obligations under the L▇▇▇▇, the Lease Documents Contemplated Transactions; and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller SSI shall have provided Purchaser VASCO, prior to Closing, with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price a copy of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the ClosingProposed Reorganization Agreement; and J. Seller 5.3.4. VASCO and SSI shall have provided Purchasers with documentation requested by Purchasers confirming the filing obtained all Consents and payment of all sales, use, property Governmental Consents set forth on Schedules 3.6 and other taxes relating to the Equipment and the Lease4.4.

Additional Conditions Precedent. Purchaser's obligations hereunder are The availability for utilisation of an Additional Term Facility and the obligation of the Issuer to the Borrower to make an Additional Term Advance available under Clause 5.3 (Advance of a Term Advance) is subject to satisfaction by Seller or waiver of the following conditions precedent precedent, on or before the Closing relevant Drawdown Date: A. Lessee shall have inspected, approved and accepted 4.2.1 the Equipment for lease pursuant to Borrower has delivered a Certificate duly completed Notice of Acceptance under the Lease on or before Closing DateDrawdown; B. Seller shall have delivered to Purchaser one certified copy 4.2.2 each of the Lease Issuer and the Lease Documents (including Borrower Security Trustee has received, or is satisfied that on the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments theretoDrawdown Date it will receive, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those information, documents and other matters set out in Part 2 (Additional Conditions Precedents) of Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Borrower Security Trustee and the Issuer and that all of the other Additional Condition Precedents have been satisfied (or to the extent not so received or satisfied such conditions precedent have been waived by the Borrower Security Trustee and the Issuer and the Borrower has been notified of the same (which notification shall be given promptly by the Issuer and the Borrower Security Trustee following such waiver)); 4.2.3 the Cash Administrator (on behalf of the Issuer) has confirmed to the Borrower Security Trustee and the Issuer in writing that the Issuer has available to it on the relevant Drawdown Date sufficient proceeds from an issue of Additional Notes to permit the Issuer to make the relevant Additional Term Advance; 4.2.4 the Borrower (on behalf of the Securitisation Group) has certified in the possession Notice of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting Drawdown that the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern orRepeating Representations are, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days light of the date such proceedings were initiated; or facts and circumstances subsisting at the relevant Drawdown Date, true and correct (v) requested or consented or, to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoicesextent that they are not true, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and Borrower has disclosed the relevant matters to the Equipment Issuer, the Borrower Security Trustee and supporting that the Purchase Price Rating Agencies; 4.2.5 the Borrower (on behalf of the Equipment does not exceed Securitisation Group) has certified in the fair market value thereof; H. All required licenses, approvals, consents Notice of Drawdown that no Loan Event of Default or Potential Loan Event of Default has occurred and notifications necessary in respect is continuing (unless waived) or would result from the making of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the ClosingAdditional Term Advance; and J. Seller shall 4.2.6 any necessary amendments have provided Purchasers with documentation requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating been made to the Equipment Borrower Transaction Documents and/or the Issuer Transaction Documents in form and substance satisfactory to the LeaseBorrower Security Trustee and/or the Trustee, respectively.

Additional Conditions Precedent. Purchaser's obligations hereunder are subject to The provisions contained herein shall only be effective upon the satisfaction by Seller of each of the following conditions precedent on or before the Closing Datein a manner satisfactory to Agent: A. Lessee (a) Agent shall have inspectedreceived this Amendment, approved duly authorized, executed and accepted delivered by Borrowers, Guarantors and the Equipment for lease pursuant Required Lenders; [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to a Certificate of Acceptance under the Lease on or before Closing Date;omitted portions. B. Seller (b) Agent shall have delivered received, in form and substance satisfactory to Purchaser one certified Agent, a true and correct copy of an amendment or consent to the Lease Term B Loan Documents, the Subordinated Note Documents and the Lease Documents WHX Loan Documents, in each case providing for: (including i) the original executed copy release by Term B Loan Agent, Subordinated Note Trustee and WHX of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those their respective security interests in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the LSpecified [*] ▇▇▇▇▇ Accounts, and (ii) to the extent required under the Term B Loan Documents, the Lease Subordinated Note Documents and and/or the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer WHX Loan Documents, which shall includethe consent of Term B Loan Agent, without limitationTerm B Loan Lenders, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed Subordinated Note Trustee, Subordinated Noteholders and/or WHX to the sale by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser▇▇ of the Specified [*] ▇▇▇▇▇ Accounts to [*] pursuant to the [*] Discount Agreement, the grant of a security interest in the Specified [*] ▇▇▇▇▇ Accounts to [*] pursuant to the [*] Discount Agreement, and such other matters as Agent shall require; F. Lessee (c) Agent shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern orreceived, in the reasonable opinion form and substance satisfactory to Agent, a true and correct copy of Purchaserany consent, suffered a material adverse change in its financial waiver or operating condition through and including the Closing Date; (ii) made an assignment for the benefit approval to or of creditors, admitted in writing its inability to pay its debts as they mature this Amendment which any Borrower or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed Guarantor is required to obtain the discharge of from any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the ClosingPerson; and J. Seller (d) no Default or Event of Default shall exist or shall have provided Purchasers with documentation requested by Purchasers confirming the filing occurred and payment of all sales, use, property be continuing immediately before and other taxes relating to the Equipment and the Leaseafter giving effect hereto.

Additional Conditions Precedent. Purchaser's 2.2.1 Subject to Sections 2.3.2 and 2.3.3, the obligations hereunder are of the Parent and the Offeror to consummate the transactions contemplated by this Agreement shall be subject to satisfaction by Seller of the following conditions precedent Conditions Precedent having been satisfied or, to the extent legally permissible, waived by the Parent and the Offeror in writing on or before prior to the Closing Date: A. Lessee shall have inspecteda. As at the Effective Date, approved and accepted the Equipment for lease pursuant statements set out in Section 5 are not inaccurate to an extent that, in the opinion of the Expert, amounts to a Certificate of Acceptance under Material Adverse Effect (and no such matter is pending determination by, or appointment of, the Lease on or before Closing DateExpert); B. b. Between the Effective Date and the Closing, there shall not have occurred any change or event with respect to Serono (including but not limited to any inaccuracy in any of the statements set forth in Section 5) that, individually or in the aggregate, in the opinion of the Expert, amounts to a Material Adverse Effect (and no such matter is pending determination by, or appointment of, the Expert); c. Each Seller shall have delivered good and valid title to Purchaser one certified copy the Holdco Shares and Serono Shares set forth next to its name on Schedule 1.1, free and clear of any Liens, except that the Holdco Shares and the registered shares of Serono are registered shares subject to restrictions of transfer within the meaning of Article 685a of the Lease Swiss Code of Obligations; d. Holdco shall have good and valid title to the registered shares of Serono and the Lease Documents (including bearer shares of Serono listed in Schedule 1.1, free and clear of any Liens, except that the original executed copy registered shares of Serono are registered shares subject to restrictions of transfer within the meaning of Article 685a of the Schedule marked Swiss Code of Obligations; e. Prior to January 1, 2007, The Sellers shall have procured the execution of an agreement between Applied Research Systems ARS Holding N.V., Curacao ("Counterpart No. 1" ARS") and all schedules Laboratoires Serono SA, Aubonne ("LS") providing for the transfer of the intellectual property rights held by ARS to LS, at a price acceptable to the Vaud Cantonal Tax Administration and attachments theretothe Swiss Federal Tax Administration (the "IP Transfer Agreement"); f. The Sellers shall have procured a reduction of the nominal share capital of Holdco to an amount not exceeding CHF 140,000 g. Subject to applicable Law, the Certificate Sellers shall have caused the calling of Acceptancean extraordinary shareholders' meeting as provided for in Section 6.2.2 to take place immediately following the Closing, and a certified true and complete copy of the Master Leasewhich is expected to take place on January 5, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee2007; C. Seller h. The Sellers shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability procured completion of Lessee's obligations under the Lliquidation of Deven Ltd, Jersey; i. The Sellers shall have perfo▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern or, in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller shall have provided Purchaser with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions of their obligations undertaken in this Agreement that are required to be performed prior to Closing; 2.2.2 The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the following Conditions Precedent having been satisfied or, to the extent legally permissible, waived by the Sellers in writing on or prior to the Closing Date: a. Each of the Parent and the Offeror shall have performed in all material respects all of its obligations undertaken in this Agreement that are required to be performed or complied with by it prior to or at the Closing; and J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating to the Equipment and the Lease.

Additional Conditions Precedent. Purchaser's In addition to the conditions set forth in Article VI of the Stock Purchase Agreement, the Parties agree that: (a) The obligations hereunder of Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Seller of the following conditions precedent on or before the Closing Date: A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇▇▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered on or prior to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have of the following further conditions precedent (condiciones suspensivas): (i) ceased doing business all the material agreements and material covenants of Seller to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects; and (ii) the representations and warranties of Seller contained in this Amendment Agreement shall be true and correct in all Material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a going concern orspecified date, which representations and warranties shall be true and correct in all Material respects as of such specified date), in the reasonable opinion understanding that such “Materiality” qualifier shall not be applicable to those representations contained in Section I(b) under the Representations and Warranties section of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; this Amendment Agreement (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's propertyAuthorization). ▇. ▇eller shall have provided Purchaser with (ib) copies The obligations of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment Seller to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Seller, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all the material agreements and material covenants of Purchaser and the Joint Obligor to be performed prior to the Closing pursuant to this Amendment Agreement shall have been obtained or made, duly performed in all material respects; and (ii) the representations and executed or certified copies thereof warranties of Purchaser and Joint Obligor contained in this Amendment Agreement shall have been delivered to Purchaser; I. Seller shall have performed be true and complied correct in all material respects with all agreements and conditions required by as of the date of this Agreement to be performed or complied with by it prior to or and as of the Closing Date as if made at the Closing; and J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment as of all sales, use, property and other taxes relating to the Equipment and the Leasesuch time.

Additional Conditions Precedent. Purchaser's obligations hereunder are subject to The provisions contained herein shall only be effective upon the satisfaction by Seller of each of the following conditions precedent on or before the Closing Datein a manner satisfactory to Agent: A. Lessee (a) Agent shall have inspectedreceived this Amendment, approved duly authorized, executed and accepted delivered by Borrowers, Guarantors and the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing DateRequired Lenders; B. Seller (b) Agent shall have delivered received, in form and substance satisfactory to Purchaser one certified Agent, a true and correct copy of an amendment or consent to the Lease First Lien Financing Agreements, the Subordinated Note Documents and the Lease Documents WHX Subordinated Note Documents, in each case providing for: (including i) the original executed copy release by First Lien Agent, Subordinated Note Trustee and WHX of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those their respective security interests in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the LSpecified [*] ▇▇▇▇▇ Accounts, and (ii) to the extent required under the First Lien Financing Agreements, the Lease Subordinated Note Documents and and/or the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer WHX Subordinated Note Documents, which shall includethe consent of First Lien Agent, without limitationFirst Lien Lenders, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed Subordinated Note Trustee, Subordinated Noteholders and/or WHX to the sale by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not▇▇ of the Specified [*] ▇▇▇▇▇ Accounts to [*] pursuant to the [*] Discount Agreement, between the date hereof and the Closing Date, have (i) ceased doing business as grant of a going concern or, security interest in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability Specified [*] ▇▇▇▇▇ Accounts to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented [*] pursuant to the appointment of a trustee or receiver [*] Discount Agreement, and such other matters as Agent shall require; [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to itself or for a substantial part of Lessee's propertythe omitted portions. ▇. ▇eller (c) Agent shall have provided Purchaser with (i) copies received, in form and substance satisfactory to Agent, a true and correct copy of vendor invoicesany consent, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby shall have been obtained waiver or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior approval to or at the Closingof this Amendment which any Borrower or Guarantor is required to obtain from any other Person; and J. Seller (d) no Default or Event of Default shall exist or shall have provided Purchasers with documentation requested by Purchasers confirming the filing occurred and payment of all sales, use, property be continuing immediately before and other taxes relating to the Equipment and the Leaseafter giving effect hereto.

Additional Conditions Precedent. Purchaser's obligations hereunder are subject The following additional conditions apply to satisfaction by Seller the making of each subsequent Advance: (a) Borrowers will deliver to Lender an Advance Request substantially in the form of Exhibit C; (b) if applicable, any necessary Governmental Authority will have consented in writing to the granting of the following conditions precedent on or before Liens and other rights contemplated by the Closing Date: A. Lessee shall have inspectedMortgage, approved and accepted the Equipment for lease pursuant that written consent will be satisfactory in form and substance to a Certificate of Acceptance under the Lease on or before Closing DateLender in its sole discretion; B. Seller shall have delivered (c) upon Lender’s request and to Purchaser one certified copy the extent not previously provided, Borrowers will obtain and deliver to Lender any other documents, including Lien waivers, additional Subordination Agreements, certificates, consents and other approvals required from third parties, all in form and substance acceptable to Lender, necessary or convenient to the preservation of all of the Lease rights of Lender contemplated by this Agreement and the Lease Documents other Loan Documents; (d) for each Well that is the subject of a pending Advance, Borrowers will deliver to Lender the Operating Agreement, Pooling Orders and such other documentation that may be requested by Lender, and each of those agreements or documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time C▇▇▇▇ provisions) will be in form arid substance satisfactory to time up to and including the Closing Date) Lender in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lesseeits solo discretion; C. Seller shall have delivered (e) to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the extent not previously issued to Lender, Empire L▇▇▇▇▇ will issue to Lender the applicable Warrants; (f) to the extent not previously delivered to Lender or requested by Lender or its designee and acknowledged in writing by Lender, Borrowers will deliver to Lender any other documents as Lender may reasonably request, including plats and maps, supplemental or additional title opinions, permits or consents required by any Governmental Authority and/or legal opinions (including usury opinions) from counsel to Borrowers; (g) to the Lease Documents extent not previously delivered to Lender or its designee and acknowledged in writing by Lender, Borrowers will have provided evidence satisfactory to Lender that all seismic and other geological, geophysical, engineering and well data relating to the NoticeProperties and owned by Borrowers and has been or will be assigned to Borrowers free of any encumbrance except for existing third party agreements; (h) to the extent not previously delivered to Lender or its designee and acknowledged in writing by Lender, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and Borrowers will deliver to Lender an opinion or opinions of counselcounsel to Borrowers, and each opinion will be satisfactory to Lender and its counsel and will provide that Lender’s lenders or Lender’s assignees will be entitled to rely upon it; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have (i) ceased doing business as a going concern orto the extent not previously delivered to Lender, Mortgages in form and substance satisfactory to Lender on any Properties of Borrowers that constitutes real property; (j) at the time of and immediately after giving effect to such Loan, no Default shall have occurred and be continuing; (k) at the time of and immediately after giving effect to such Loan, no Material Adverse Effect shall have occurred; (l) the representations and warranties of Borrowers set forth in this Agreement and in the reasonable opinion of Purchaser, suffered a material adverse change in its financial or operating condition through other Loan Documents shall be true and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts correct on and as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date of such proceedings were initiated; or (v) requested or consented Advance, except to the appointment extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of a trustee the date of such Advance, such representations and warranties shall continue to be true and correct as of such specified earlier date; (m) the making of such Loans would not conflict with, or receiver with respect cause Lender to itself violate or for a substantial part of Lessee's property. ▇. ▇eller exceed, any applicable Governmental Requirement, and no change in law shall have provided Purchaser with (i) copies occurred, and no litigation shall be pending or threatened, which does or, seeks to, enjoin, prohibit or restrain, the making or repayment of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for any Loan or any participations therein or the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect consummation of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement or any other Loan Document; (n) Borrowers will deliver to be performed or complied with Lender a certificate from an authorized officer of Borrowers representing and warranting that the matters specified in Section 9.3(j)-(m) are true and correct as of the date of the certification; (o) Borrowers have implemented a commodity price risk management program as required by Section 6.20(b); (p) Lender has approved each Borrower’s insurance coverage and determined that it prior to or at is satisfactory for each Borrower’s operations as contemplated by the Closingthen applicable Development Plan; and J. Seller shall have (q) the reports each Borrower has provided Purchasers with documentation pursuant to Article V are sufficient in Lender’s sole discretion for Lender to make any funding decision for any Loan requested by Purchasers confirming the filing and payment of all sales, use, property and other taxes relating to the Equipment and the LeaseBorrowers.

Additional Conditions Precedent. Purchaser's obligations hereunder are subject In addition to satisfaction by Seller the conditions set forth in Article II and Section 9.2 above, the following additional conditions apply to the making of each subsequent Advance under the Loan: (a) Borrower will deliver to the Administrative Agent an Advance Request substantially in the form of Exhibit C; (b) if applicable, any necessary Governmental Authority will have consented in writing to the granting of the following conditions precedent on or before Liens and other rights contemplated by the Closing Date: A. Lessee shall have inspectedMortgages, approved and accepted that written consent will be reasonably satisfactory in form and substance to the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing DateAdministrative Agent; B. Seller shall have delivered (c) Upon the Administrative Agent’s reasonable request and to Purchaser one certified copy the extent not previously provided, Borrower will obtain and deliver to the Administrative Agent any other documents, including Lien waivers, additional Subordination Agreements, certificates, consents and other approvals required from third parties, all in form and substance acceptable to the Administrative Agent, necessary to the preservation of the Lease Administrative Agent’s first-priority Lien on all of the Borrower’s assets; (d) For each Well for which Borrower is the Operator, Borrower and Operator will execute and deliver to the Lease Documents Administrative Agent the Operating Agreements for each Well that is the subject of any pending Advance, and each of those agreements (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the LC▇▇▇▇, ▇ provisions) will be in form and substance reasonably satisfactory to the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counselAdministrative Agent; D. Seller shall have (e) To the extent not previously delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer DocumentsAdministrative Agent, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed including in connection with any additional Properties acquired by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and Borrower after the Closing Date, Borrower will deliver to the Administrative Agent such documents as the Administrative Agent may reasonably request, including supplemental or additional title opinions, permits or consents required by any Governmental Authority; (f) To the extent not previously delivered to the Administrative Agent or its designee and acknowledged in writing by the Administrative Agent, Borrower will have provided evidence satisfactory to the Administrative Agent that all seismic and other geological, geophysical, engineering and well data relating to the Properties and owned by Borrower and has been or will be assigned to Borrower free of any encumbrance except for existing third party agreements; (g) To the extent not previously delivered to the Administrative Agent, Borrower will deliver to the Administrative Agent an opinion or opinions of counsel to Borrower covering any Loan Document executed and delivered to the Administrative Agent after the Closing Date, and each such opinion will be satisfactory to the Administrative Agent and its counsel and will provide that the Administrative Agent, each of the Lenders and their respective lenders or assignees will be entitled to rely upon it; (h) To the extent not previously delivered to Administrative Agent, Mortgages on any Properties of Borrower that constitute real property or, to the extent the Properties are comprised of Leases that are not deemed to be real property by the applicable jurisdiction, appropriate documentation granting Lender a security interest in all rights of Borrower to such Leases; (i) ceased doing business as a going concern orAt the time of and immediately after giving effect to such Advance, no Default shall have occurred and be continuing; (j) At the time of and immediately after giving effect to such Advance, no Material Adverse Effect shall have occurred; (k) The representations and warranties of Borrower set forth in this Agreement and in the reasonable opinion of Purchaser, suffered a other Loan Documents shall be true and correct in all material adverse change in its financial or operating condition through respects on and including the Closing Date; (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date of such proceedings were initiated; or (v) requested or consented borrowing, except to the appointment extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of a trustee the date of such borrowing, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date; (l) The making of such Advances would not conflict with, or receiver with respect cause Administrative Agent or any Lender to itself violate or for a substantial part of Lessee's property. ▇. ▇eller exceed, any applicable Governmental Requirement, and no change in law shall have provided Purchaser with (i) copies occurred, and no litigation shall be pending or threatened, which does or, seeks to, enjoin, prohibit or restrain, the making or repayment of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for any Advance or any participations therein or the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect consummation of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement or any other Loan Document; (m) Borrower will deliver to be performed or complied with the Administrative Agent a certificate from an authorized officer of Borrower representing and warranting that the matters specified in Section 9.3(i)-(l) are true and correct as of the date of the certification; (n) Borrower has implemented a commodity price risk management program as required by it prior to or at the ClosingSection 6.20 above; and J. Seller shall have provided Purchasers with documentation requested (o) To the extent the scope of insurance required by Purchasers confirming Section 6.9 above has changed since the filing Closing Date as a result of the approval of a revised Development Plan by the Administrative Agent, the Administrative Agent has approved Borrower’s insurance coverage and payment of all sales, use, property and other taxes relating to determined that it is satisfactory for Borrower’s operations as contemplated by the Equipment and the Leasethen applicable Development Plan.

Additional Conditions Precedent. Purchaser's obligations hereunder are In addition to the deliveries required by Section 5.2, the Closing of this Agreement is subject to the satisfaction by Seller of the following conditions precedent on or before the Closing Dateprecedent: A. Lessee 5.3.1. SSI shall have inspectedraised not less than the sum of $750,000 from the sale of shares of SSI Common Stock to Accredited Investors, approved at a price of $0.75 per share or an aggregate of 1,000,000 shares, which offering may include one warrant to acquire an additional share of SSI Common Stock at an exercise price of $1.50 per share for every two shares of SSI Common Stock purchased at $0.75 per share; and accepted SSI shall have provided VASCO, prior to Closing, with copies of the Equipment for lease pursuant to a Certificate of Acceptance under the Lease on or before Closing Datesubscription agreements contemplated by this Section 5.3.1; B. Seller 5.3.2. SSI shall have delivered to Purchaser one certified copy of executed the Lease and the Lease Documents Asset Purchase Agreement with Dolfin.com, Inc., a Delaware corporation (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments theretoDOLFIN"), the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliverfo▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaserbit J (the "DOLFIN AGREEMENT"), which agreement shall be effective as of the Effective Date, and each of SSI and Dolfin shall have satisfied all conditions required by the Dolfin Agreement such that all transactions contemplated thereunder shall have closed, all on a basis consistent with the SSI Business Plan; and SSI shall have provided VASCO, prior to Closing, with a copy of the Dolfin Agreement; F. Lessee 5.3.3. SSI and SSGI shall have consummated, or shall simultaneous with Closing, consummate, the proposed reorganization contemplated by such parties, pursuant to which SSI would be acquired by or merged into SSGI (the "PROPOSED REORGANIZATION"). SSI represents, covenants and agrees that, upon consummation of the Proposed Reorganization, which shall be documented by an agreement between SSI and SSGI in the form attached hereto as Exhibit K (the "PROPOSED REORGANIZATION AGREEMENT"), which agreement shall be effective as of the Effective Date, SSI shall ensure that (a) the terms and conditions of the Proposed Reorganization do not and, with the passage of time will not, between adversely effect any right or privilege possessed by VASCO pursuant to this Agreement or any of the date hereof Collateral Documents and the Closing Date, have (b) either (i) ceased doing business as a going concern orSSI's rights and obligations under this Agreement and the Collateral Documents are assigned in full to SSGI, pursuant to an instrument of assignment in the reasonable opinion of Purchaser, suffered a material adverse change in its financial form and substance satisfactory to VASCO or operating condition through and including the Closing Date; (ii) made an assignment SSGI shall enter into a new set of documents with VASCO, substantially identical to the Collateral Documents, for the benefit express purpose of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become dueSSGI assuming without variation SSI's obligations under the Contemplated Transactions; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's property. ▇. ▇eller and SSI shall have provided Purchaser VASCO, prior to Closing, with (i) copies of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price a copy of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of the transactions contemplated hereby shall have been obtained or made, and executed or certified copies thereof shall have been delivered to Purchaser; I. Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the ClosingProposed Reorganization Agreement; and J. Seller 5.3.4. VASCO and SSI shall have provided Purchasers with documentation requested by Purchasers confirming the filing obtained all Consents and payment of all sales, use, property Governmental Consents set forth on Schedules 3.6 and other taxes relating to the Equipment and the Lease4.4.

Additional Conditions Precedent. Purchaser's In addition to the conditions set forth in Article VI of the Stock Purchase Agreement, the Parties agree that: (a) The obligations hereunder of Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Seller of the following conditions precedent Purchaser, on or before the Closing Date: A. Lessee shall have inspected, approved and accepted the Equipment for lease pursuant prior to a Certificate of Acceptance under the Lease on or before Closing Date; B. Seller shall have delivered to Purchaser one certified copy of the Lease and the Lease Documents (including the original executed copy of the Schedule marked "Counterpart No. 1" and all schedules and attachments thereto, the Certificate of Acceptance, and a certified true and complete copy of the Master Lease, all as may have been amended from time to time up to and including the Closing Date) in substantially the form that has been presented to Purchaser, comprising all of the fully executed "originals" thereof except only those in the possession of Lender or Lessee; C. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Lessee's obligations under the L▇▇▇▇, the Lease Documents and the Notice, which may include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; D. Seller shall have delivered to Purchaser documentation reasonably supporting the validity and enforceability of Seller's obligations under the Lease Documents and the Transfer Documents, which shall include, without limitation, a secretary's certificate regarding incumbency and corporate resolutions and an opinion of counsel; E. Seller shall have deliver▇▇ ▇▇ ▇urchaser appropriate "Lessee/Lessor" UCC-1 financing statements signed by Seller and Lessee, as assigned ▇▇ ▇▇▇chaser; F. Lessee shall not, between the date hereof and the Closing Date, have of the following further conditions precedent (condiciones suspensivas): (i) ceased doing business all the material agreements and material covenants of Seller to be performed prior to the Closing pursuant to this Amendment Agreement shall have been duly performed in all material respects; and (ii) the representations and warranties of Seller contained in this Amendment Agreement shall be true and correct in all Material respects as of the date of this Agreement and as of the Closing Date as if made at and as of such time (other than those representations and warranties made as of a going concern orspecified date, which representations and warranties shall be true and correct in all Material respects as of such specified date), in the reasonable opinion understanding that such “Materiality” qualifier shall not be applicable to those representations contained in Section I(b) under the Representations and Warranties section of Purchaser, suffered a material adverse change in its financial or operating condition through and including the Closing Date; this Amendment Agreement (ii) made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts as they mature or generally failed to pay its debts as they become due; (iii) initiated any voluntary bankruptcy or insolvency proceeding; (iv) failed to obtain the discharge of any bankruptcy or insolvency proceeding initiated against it by others within 60 days of the date such proceedings were initiated; or (v) requested or consented to the appointment of a trustee or receiver with respect to itself or for a substantial part of Lessee's propertyAuthorization). ▇. ▇eller shall have provided Purchaser with (ib) copies The obligations of vendor invoices, (ii) purchase documentation, (iii) equipment specifications, (iv) documentation evidencing Seller's payment Seller to vendor for the Equipment and (v) other materials reasonably requested by Purchaser establishing Seller's title in and to the Equipment and supporting that the Purchase Price of the Equipment does not exceed the fair market value thereof; H. All required licenses, approvals, consents and notifications necessary in respect of consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Seller, on or prior to the Closing Date, of the following further conditions precedent (condiciones suspensivas): (i) all the material agreements and material covenants of Purchaser and the Joint Obligor to be performed prior to the Closing pursuant to this Amendment Agreement shall have been obtained or made, duly performed in all material respects; and (ii) the representations and executed or certified copies thereof warranties of Purchaser and Joint Obligor contained in this Amendment Agreement shall have been delivered to Purchaser; I. Seller shall have performed be true and complied correct in all material respects with all agreements and conditions required by as of the date of this Agreement to be performed or complied with by it prior to or and as of the Closing Date as if made at the Closing; and J. Seller shall have provided Purchasers with documentation requested by Purchasers confirming the filing and payment as of all sales, use, property and other taxes relating to the Equipment and the Leasesuch time.