Common use of Condition Precedent Clause in Contracts

Condition Precedent. 3.1 The sale and purchase of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase Lenders obligation to make the Loan hereunder shall be subject to satisfaction of the Securities following conditions precedent: a. Lender shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to Lender: (i) This Agreement, duly executed by Borrower and Lender. (ii) The Relationship Agreement dated on or about the date hereof, among Borrower, NESR Holdings Limited and Lender (the “Relationship Agreement”), duly executed by the parties thereto. (iii) A certificate of the Secretary of Borrower certifying (i) that attached thereto is conditional on a true and complete copy of (A) resolutions of the Board of Directors and (B) resolutions of the Independent Director of Borrower, each authorizing the execution, delivery and performance of this Agreement and the Relationship Agreement and each of the transactions contemplated herein and therein, (ii) all applicable filings having been made under documents evidencing other necessary corporate action and governmental approvals, if any, with respect to execution, delivery and performance of this Agreement and the United States Relationship Agreement and (iii) that attached thereto are the names and true signatures of the officers of Borrower authorized to sign this Agreement and the Relationship Agreement and all other documents delivered in connection herewith and therewith (the “Documents”). (iv) A letter from the Process Agent indicating its acceptance of the appointment by Borrower pursuant to Section 14(b). (v) An opinion of L▇▇▇▇-▇ ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act P.C., New York counsel for Borrower, satisfactory in form and substance to Lender. b. The following statements shall be true and Lender shall have received a certificate signed by a duly authorized officer of 1976 or Borrower, dated the regulations made thereunder Effective Date, stating that: (i) the representations and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated warranties contained in Section 5 are true and correct on and as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer Effective Date; and (ii) no event has occurred and is continuing that constitutes an Event of Default (as defined below) or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval event that would constitute an Event of Default but for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States requirement that notice be given or time elapse or both (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentDefault”). 3.3 Each c. The completion of due diligence in respect of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted authorizations and compliance by the relevant Governmental antitrust entity Borrower of the United States without requiring a Materially Adverse Divestment, applicable provisions under its governing documents and the Condition is not satisfied applicable law or regulations in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under entering into this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely with results satisfactory to Lender in connection with the satisfaction of the Condition shall continue to existits sole discretion. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 8.1 The sale obligation of the Purchaser to carry out the terms of this Agreement and to complete the purchase of the Securities Corporation Shares and Corporation Warrants is subject to the fulfilment, on or before the Closing Date, of each of the following conditions: 8.1.1 The warranties and representations of the Principals as set forth in section 2 of this Agreement shall be true and correct in every material particular on the Closing Date as if such warranties and representations had been made by the Principals on the Closing Date. 8.1.2 All the covenants to be performed by any of the Principals hereunder on or prior to the Closing Date shall have been timely performed. 8.1.3 The Purchaser shall have received the documents specified in subsections 8.5 and 8.6. 8.1.4 The Corporation shall be in good standing under Applicable Laws. 8.1.5 There shall not have occurred, prior to the Closing Date, nor shall there be reasonably likely to occur after the Closing Date, any material adverse change in the position (financial, business or otherwise) or condition of the Corporation. 8.1.6 The Purchaser shall have completed, or shall concurrently with or immediately following Closing complete, a private placement financing to raise gross proceeds of up to $1,200,000. 8.1.7 The Purchaser shall have completed its investigation of the Corporation, the Vendors, the Properties and the Assets and conducted such other procedures in connection with the purchase and sale hereunder as the Purchaser in its sole and absolute discretion deems necessary or advisable until September 10, 2009 and shall have obtained a result satisfactory to the Purchaser, acting reasonably, in connection with such investigations, provided that if the Purchaser does not give notice to the Vendors on or before September 10, 2009 that this condition has been satisfied or waived, then this condition will be deemed to have been satisfied. 8.1.8 The Purchaser shall have gathered all the documentation required by the TSXV in its July 24, 2009 conditional acceptance letter relating to this Agreement and the Non- Principals Agreements, and the transactions contemplated hereby. 8.1.9 The Purchaser shall have received technical reports prepared by an independent Qualified Person in compliance with National Instrument 43-101 on all applicable filings having of the material Properties (the “Technical Reports”) and such Technical Reports shall have been filed with and accepted by the TSXV. 8.1.10 The Non-Principals and the Principals shall have entered into the Non-Principal Agreements and the Agreement, as applicable, with the Purchaser agreeing to sell the Corporation Shares representing at least 90% of the issued and outstanding Corporation Shares. 8.1.11 All Encumbrances affecting the Assets or Properties requested to be discharged by the Purchaser will have been discharged. 8.2 The conditions set forth in subsection 8.1 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing in whole or in part at any time on or before the Closing, but save as so waived, the completion of the sale referred to in section 6 by the Purchaser will not prejudice or affect in any way the rights of the Purchaser in respect of the warranties and representations of the Principals set forth in section 2 of this Agreement. 8.3 The obligations of the Principals to carry out the terms of this Agreement and complete the sale of the Purchased Shares and Purchased Warrants to the Purchaser are subject to the fulfilment of each of the following conditions on or before the Closing Date: 8.3.1 Subject to subsection 2.3.3, the warranties and representations of the Purchaser set forth in section 2.2 of this Agreement shall be true in every material particular on the Closing Date as if such warranties and representations had been made under by the United States Purchaser on the Closing Date. 8.3.2 All the covenants to be performed by the Purchaser hereunder on or prior to the Closing Date shall have been timely performed. 8.3.3 The Principals’ Representative shall have received the documents specified in subsection 8.6. 8.3.4 The nomination of ▇▇. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act ▇▇▇▇▇▇▇ to the board of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition directors of the Securities Purchaser. 8.4 The conditions set forth in subsection 8.3 of this Agreement are for the exclusive benefit of the Principals and may be waived by the Buyer Principals in writing in whole or in part at any matter arising from time on or relating to such proposed acquisition. 3.2 The Buyer shall takebefore the Closing but save as so waived, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation completion of the transactions contemplated sale referred to in section 6 by this Agreement by the Principals will not prejudice or affect in any Governmental antitrust entity way the rights of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses Principals in respect of the Company or any warranties and representations of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires Purchaser set forth in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date subsection 2.3 of this Agreement. 3.4 If 8.5 On Closing, the Antitrust Approval will not Principals shall deliver or cause to be granted delivered to the Purchaser, or as directed by the relevant Governmental antitrust entity Purchaser, the following documents: 8.5.1 The existing certificates representing the Corporation’s Shares owned by the Principals, or in the case such certificates have been lost, stolen or mutilated, any other required document in form satisfactory to the Purchaser evidencing the ownership of such Corporation’s Shares. 8.6 On Closing, the Corporation will deliver or cause to be delivered to the Purchaser, or as directed by the Purchaser the following documents. 8.6.1 Share certificates of the United States without requiring a Materially Adverse DivestmentCorporation representing the Corporation Shares purchased by the Purchaser under this Agreement and the Non-Principal Agreements. 8.6.2 A certificate of the Principals Representative confirming, for and on behalf of all of the Principals, the accuracy and completeness of the representations and warranties contained in section 2, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations fulfilment of the parties under this Agreement shall end (except for the provisions covenants of the Surviving Provisions) but (for the avoidance Principals contained in sections 3 and 4 hereof. 8.6.3 If not already delivered, certified copies of doubt) all rights and liabilities each of the parties which have accrued before termination solely in connection with the satisfaction Material Contracts. 8.6.4 All Books and Records and all Data. 8.6.5 A certified copy of a resolution of the Condition shall continue Corporation’s directors appointing, as directors of the Corporation effective immediately following the Closing, such persons as may be notified by the Purchaser to existthe Principals’ Representative prior to Closing. 3.5 If 8.6.6 Undated resignations and releases, in form reasonably satisfactory to the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted Purchaser, in favour of the Corporation and the Purchaser, from such persons as may be designated by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice Purchaser to the Buyer terminate this Agreement (except for the provisions Principals’ Representative including, without limitation, each officer and director of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existCorporation.

Condition Precedent. 3.1 The sale assignment and purchase transmission of the Securities is conditional Beneficiary Rights and Obligations provided on all applicable filings having been made clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or terms agreed on this Agreement (i) the regulations made thereunder Purchase Price, and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with (ii) the proposed acquisition Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Securities Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the Buyer form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as Exhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any matter arising from applicable law or relating to such proposed acquisition. 3.2 The Buyer shall takeany order by a court of competent jurisdiction restraining, enjoining or cause to be taken, all actions and do, otherwise prohibiting or cause to be done, all things required to obtain approval for making illegal the consummation of any of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”).LandCo Sale Agreement; 3.3 Each f) The representations and warranties of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties LandCo under this Agreement shall end (except for the provisions be true and correct in all material respects on and as of the Surviving Provisions) but (for Closing Date, as though made on and as of such date, on the avoidance of doubt) all rights and liabilities of understanding that this condition shall be deemed as fulfilled if the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring Beneficiaries receive from LandCo a Materially Adverse Divestment) has not been granted written notice executed by the relevant Governmental antitrust entity its representative, substantially in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate form of Exhibit “N” of this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.Agreement;

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, all fees agree to in writing by the Borrower including the fees required to be paid pursuant to Sections 3.1 The sale and purchase 3.2 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the Securities is conditional on all applicable filings having been made under officers thereof signing this agreement; (c) the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Agent and the regulations made thereunder Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated hereby in form and substance as may be required by this Agreement by any Governmental antitrust entity the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the United States Credit Agreement shall be true and correct in all material respects and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; (e) no consents, approvals or authorizations are required for the increase in the Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same; and (f) (i) all obligations outstanding under the term credit agreement made as of September 25, 2001 between the Borrower, the persons party thereto as lenders and the Agent, as agent of such lenders (as amended and supplemented to the date hereof, the “Antitrust ApprovalExisting Term Credit Agreement”)) shall have been paid or repaid, which, subject to (ii) the last sentence of this Clause 3.2, Existing Term Credit Agreement shall include without limitation the Buyer’s agreement to be cancelled or matured and all guarantees and security entered into in connection therewith (Aif any) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights shall have been fully released and obligations (to the extent permissible under the terms thereof); discharged and (Ciii) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any evidence of the foregoing actions a “Divestiture”)satisfactory to the Agent, acting reasonably, shall have been received by the Agent. Notwithstanding The foregoing conditions precedent are inserted for the foregoingsole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually whole or in the aggregate, reasonably be expected to have a material part (with or without terms and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”conditions). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale This Agreement, except for the obligation to submit the first Firm Order in accordance with Section 2.4(b), and purchase any ancillary agreement concluded between the Parties in connection herewith, including the Quality Agreement and the SDEA, and the Co-Development and License Agreement and the agreement regarding the equity investment of Chiesi in uniQure concluded on the date hereof, shall become effective once the Parties have received consent from or, as the case may be, entered into separate agreements with, the respective Third Party licensors to the subcontracting of the Securities is conditional on all applicable filings having been made rights and licenses licensed by uniQure as licensee under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Existing Third Party Licenses listed in Schedule 9.1 to Chiesi. uniQure and, to the extent applicable, Chiesi, shall use Commercially Reasonable Efforts to obtain such consent or, as the case may be, enter into such agreements, on or prior to [**]. If, despite the Parties’ Commercially Reasonable Efforts, such consent has not been obtained from or, as the case may be, such agreements have not been entered into with, all such Third Party licensors by the end of 1976 or the regulations made thereunder [**], this Agreement and all applicable waiting periods under other agreements that Act or those regulations having expiredare subject to the condition precedent pursuant to sentence 1 shall be deemed null and void as of the Effective Date and the first Firm Order submitted by Chiesi in accordance with Section 2.4(b) shall be deemed withdrawn, lapsed or been terminated as appropriateunless, prior to the end of such period, following a corresponding request of either Party, the Parties mutually agree in each case writing on an extension of such period. The Parties agree that (i) costs and expenses incurred in connection with the proposed acquisition preparation and execution of this Agreement as well as obtaining of the Securities by aforementioned consent or, as the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each casecase may be, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoingaforementioned agreements, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by reimbursed, provided, however, that uniQure shall pay back to Chiesi any payments received in connection with this Agreement on or prior to [**] (or such extended period mutually agreed between the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied Parties in accordance with Clause 3.1the foregoing), on or before June 30and (ii) Sections 10.1, 2010, all rights 10.2 and obligations of the parties under this Agreement 10.6 shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existapply mutatis mutandis. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase Delivery Term shall not commence until Seller completes each of the Securities is conditional following conditions: (a) Seller has delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I setting forth the Installed Capacity on the Commercial Operation Date; (b) A Pseudo-tie Participating Generator Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect and Seller shall have provided Buyer a CAISO Resource ID and a PMAX, if applicable, for the Facility; (c) If applicable, a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of such agreement delivered to Buyer; (d) An Interconnection Agreement between Seller and the Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer; (e) All applicable regulatory authorizations, approvals and permits for commercial operation of the Facility have been obtained and shall be in full force and effect, and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied, and Seller has delivered to Buyer an attestation certificate from an officer of Seller certifying to the satisfaction of this condition; (f) Seller has obtained Firm Transmission rights sufficient to deliver 13 MW to the Delivery Point and has provided documentation of the same to Buyer; (g) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (h) Seller (with the reasonable participation of Buyer) shall have completed all applicable filings having been made WREGIS registration requirements (that are reasonably capable of being completed prior to the Commercial Operation Date under WREGIS rules and reasonably expects to complete all other applicable requirement thereafter), including the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act completion and submittal of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expiredregistration forms and supporting documentation, lapsed or been terminated as appropriatewhich may include applicable interconnection agreements, in each case in connection informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the proposed acquisition of Facility within the Securities WREGIS system; (i) The Facility has successfully completed all testing required by the Buyer Prudent Operating Practice or any matter arising from or relating requirement of Law to such proposed acquisition.operate the Facility; 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval (j) Insurance requirements for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”)Facility have been met, whichwith evidence provided in writing to Buyer, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of Section 17.1; (k) Seller has delivered the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue Performance Security to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied Buyer in accordance with Clause 3.1 on or before June 30Section 8.9; and (l) Seller has paid Buyer for all amounts owing under this Agreement, 2010if any, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights including Daily Delay Damages, and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existCommercial Operation Delay Damages.

Condition Precedent. 3.1 The sale and purchase Each of the Securities following shall occur on or ------------------- before the Closing Date and is conditional on a condition precedent to the occurrence thereof: (a) Transferor shall have obtained or satisfied all consents, approvals, authorizations, notices, filings, exemptions or other requirements (whether prescribed by the organizational documents of the parties, applicable filings having been made under law or required pursuant to any material Contract or Other Agreement or otherwise) necessary, appropriate, and material for the United States ▇▇▇▇-▇▇▇▇▇-▇▇transfer of the Assets and the assumption of the Assumed Liabilities contemplated hereby; (b) Transferor shall have executed and delivered to Transferee bills of sale, endorsements, assignments, deeds and other instruments of conveyance and transfer with respect to the Assets effecting the sale, transfer, assignment and conveyance of the Assets to Transferee, including, without limitation, the General ▇▇▇▇ Antitrust Improvements Act of 1976 or Sale, Assignment and Assumption Agreement in the regulations made thereunder form attached hereto as Exhibit "A" (the "▇▇▇▇ of Sale") and any and all applicable waiting periods under that Act documents (including, without limitation, documents relating to title insurance) reasonably requested or those regulations having expired, lapsed or been terminated as appropriate, in each case required in connection with the proposed acquisition transfer of ownership of the Securities by Real Property (collectively, the Buyer or any matter arising from or relating "Assignment Documents"); (c) SDI shall have returned to Transferor the Canceled Safeguard Notes; (d) Transferee shall have executed and delivered to SDI the New Safeguard Notes; (e) Transferee shall have executed and delivered to Transferor such proposed acquisition. 3.2 The Buyer shall take, or cause undertakings of assumption as Transferor may reasonably request to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation reflect Transferee's assumption of the transactions contemplated by this Agreement by any Governmental antitrust entity Assumed Liabilities, including, without limitation, the ▇▇▇▇ of the United States Sale (the “Antitrust Approval”)collectively, which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to requireNew Safeguard Notes, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”"Assumption Documents"). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.;

Condition Precedent. 3.1 The Buyer's obligation to purchase the Shares and to consummate the transactions contemplated in the Agreement at Closing shall be subject to the fulfillment of each of the following conditions: (i) all the representations and warranties of the Sellers contained in the Agreement shall be accurate in all respects as of the date hereof and as of the Closing Date, except for such inaccuracies or breaches specifically waived in writing by Buyer; (ii) the Sellers shall have performed and complied with all agreements, covenants and undertakings (including all covenants set forth in ARTICLE IX HEREOF) required by the Agreement to be performed or complied with by the Sellers, prior to or at the Closing Date; (iii) the Sellers shall have caused the Subsidiary to deliver to the Buyer all of the Subsidiary's employment agreements and the Buyer shall have been satisfied that these agreements do not create liabilities for the Subsidiary which are not customary and reasonable for a company of that size with that principal place of business in the pharmaceutical industry in respect of employees such as those with whom these agreements have been entered into; (iv) from the date hereof to the Closing Date, no Material Adverse Effect and no material disruption or change in the regulatory conditions or requirements applicable to each of the Companies shall have occurred; (v) the Buyer and Laphal Industrie will have entered into a non-compete agreement in the form attached as EXHIBIT X.1.(V) pursuant to which Laphal Industrie shall undertake that, except for sales to the Buyer and/or any of its Affiliates or the Subsidiary as contemplated by the manufacturing agreement between Laphal Industrie and the Subsidiary, Laphal Industrie shall not, directly or indirectly, develop, manufacture market, distribute and/or sell Thalidomide in any form or presentation including unfinished product or active ingredient, in any country of the world for a period of ten (10) years after the Closing Date; (vi) the Buyer and ▇▇▇ Publimepharm shall have entered into a trademark sale and purchase of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇agreement pursuant to which ▇▇▇ Antitrust Improvements Act of 1976 Publimepharm shall sell to Buyer or its assignee the regulations made thereunder trademark "Triacana" in the form attached hereto as EXHIBIT X.1(VI); and (vii) all Governmental Entity approvals and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case third party consents required in connection with the proposed acquisition performance of the Securities by Agreement, including the Buyer or any matter arising from or relating consents referred to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2in ARTICLE VII.16, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights have been duly obtained and obligations (to the extent permissible under the terms thereof); in full force and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Closing Date. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase condition precedent referred to in Clause 3 of this Third Amendatory Agreement is that the Agent shall have received each of the Securities following in form and substance satisfactory to the Agent not later than August 12, 2009 or such later date as the Agent, after consultation with the Borrower and with the consent of the Majority Lenders, may specify for such purpose: (a) a copy of a resolution of the board of directors or sole member, as appropriate, of each Obligor: (i) approving the terms of, and the transactions contemplated by, this Third Amendatory Agreement and resolving that it execute this Third Amendatory Agreement and any other documents contemplated hereby to which it is conditional or is to be a party; and (ii) authorizing a specified person or persons to execute this Third Amendatory Agreement and any other documents contemplated hereby to which it is or is to be a party; and (b) a certificate of an officer of the Borrower, dated as of a current date (the statements made in such certificate shall be true on all applicable filings having been made and as of such date), certifying as to (i) the absence of any amendments to the articles of incorporation and by-laws, or certificate of formation and limited liability company agreement of each Obligor previously certified to the Agent pursuant to Clauses 4.1 or 4.2(a) of the Credit Agreement, (ii) the due incorporation or formation, as the case may be, and good standing of each Obligor, as a corporation or limited liability company formed under the United States laws of the Republic of The ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Islands and the absence of 1976 any proceeding for the dissolution or liquidation of such Obligor, (iii) that the regulations made thereunder representations and all applicable waiting periods under that Act or those regulations having expiredwarranties of each Obligor contained in this Third Amendatory Agreement are true and correct, lapsed or been terminated as appropriate, in each case in connection with and (iv) the proposed acquisition absence of any Default. (c) an amendment to the Securities by the Buyer or any matter arising from or Mortgage relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, each Ship subject to the last sentence a Mortgage as of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Third Amendatory Agreement. 3.4 If the Antitrust Approval will not be granted , duly executed by the relevant Governmental antitrust entity Guarantor to secure the Credit Agreement as amended by this Third Amendatory Agreement; (d) a Certificate of Ownership and Encumbrance issued by the Maritime Administrator for the ▇▇▇▇▇▇▇▇ Islands (or other relevant authority) stating that each of the United States without requiring Ships referred to in the preceding subclause (c) is owned by the relevant Guarantor and that there is on record no Security on such Ship except the relevant Mortgage as amended in accordance herewith; (e) a Materially Adverse Divestmentfavorable opinion of Messrs. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Obligors, in respect of this Third Amendatory Agreement, the Mortgage amendments referred to in the preceding subclause (d), and as to such other matters as the Condition is not satisfied Agent may reasonably require; and (f) payment to the Agent (for the account of each of the Existing Lenders executing this Third Amendatory Agreement rateably in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations their respective Commitments) of an amendment fee of $3,000,000 (being one quarter of one percent (0.25%) of the parties under Total Commitments after giving effect to this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existThird Amendatory Agreement). 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 4.1 The sale and purchase of the Securities Shares is conditional on all applicable upon: (a) the relevant filings with the competition authorities set forth in Schedule 6 (the Competition Authorities) having been made with respect to the Transaction, and any required waiting periods (including any extensions thereof) under any applicable competition laws having expired or having been terminated or the Competition Authorities having given all relevant clearances and approvals under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or applicable competition laws for the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition Completion of the Securities by Transaction (the Buyer Merger Control Condition); (b) no governmental authority or any matter arising from court having, on or relating to such proposed acquisition. 3.2 The Buyer shall takebefore the Completion Date, issued, promulgated, enforced or cause to be takenentered into an order, all actions and dojudgement, decree, agreement or cause to be donedecision (whether temporary, all things required to obtain approval for the consummation of preliminary or permanent) prohibiting the transactions contemplated by this Agreement (including a governmental authority or court with jurisdiction over the Group Companies or the Purchaser prohibiting the transactions contemplated by any Governmental antitrust entity this Agreement on the basis of a breach by the United States Group Companies of Economic Sanctions Law); (c) no event having occurred, on or before the “Antitrust Approval”)Completion Date, which, subject to the last sentence which constitutes a material breach of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned Key Sellers’ Warranties at the Completion Date by the Buyer; (B) terminate any existing contractual rights and obligations (reference to the extent permissible under facts and circumstances then existing (as if references in the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (Key Sellers’ Warranties to the extent permissible under date of this Agreement were references to the terms thereofCompletion Date); (d) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (no material breach by any of the foregoing actions a “Divestiture”). Notwithstanding Sellers of their obligations under this Agreement having occurred on or before the foregoingCompletion Date and remaining uncured on the Completion Date; (e) since the date of this Agreement, nothing in this Clause 3.2 shall requirethere has not been any change, development or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so wouldevent that, individually or in the aggregate, has had or would reasonably be expected to have a material Material Adverse Effect and adverse effect which is not remedied prior to and continuing on the business Completion Date; and (f) no material breach by Perrigo Topco or the Purchaser of their obligations under this Agreement having occurred on or before the Completion Date and remaining uncured on the Completion Date. The conditions referred to in Clauses 4.1(c), 4.1(d) and 4.1(e) are stipulated to the sole benefit of the Company Purchaser and may be waived by the Purchaser at any time. The waiving of any of the conditions set out in Clause 4.1(c) and 4.1(d) shall not affect any rights under this Agreement, including the Purchaser’s right to make a Claim. The waiver of the condition referred to in Clause 4.1(e) shall prevent the Purchaser from making any Claim based on the underlying change, effect, event, occurrence, state of facts or development of the Buyer after Material Adverse Effect. The condition referred to in Clause 4.1(f) is stipulated to the transaction (sole benefit of the Sellers and may be waived by the Sellers at any time. The waiving of the condition set out in Clause 4.1(f) shall not affect any rights under this Agreement. The condition referred to in Clauses 4.1(b) is stipulated to the benefit of both the Sellers and the Purchaser, and may only be waived by both the Purchaser and the Sellers together. The Parties agree that the Purchaser shall have the right to partially waive the Merger Control Condition in relation to one or more Competition Authorities. If the Purchaser exercises such right, it shall fully indemnify the Sellers and hold the Sellers harmless for any liability which they would incur as a “Materially Adverse Divestment”)result or in connection with such partial waiver. 3.3 Each 4.2 Notwithstanding Article 1179 of the parties Belgian Civil Code (Burgerlijk Wetboek/Code Civil), the satisfaction of the conditions referred to above shall submit any necessary have no retroactive effect. 4.3 The Purchaser shall use its best efforts to procure that the Merger Control Condition is satisfied as soon as possible, and furthermore the Purchaser shall: (a) make all relevant filings required pursuant to this Clause 3 within ten Business Days following with the Competition Authorities under the applicable competition laws for the Completion of the Transaction as soon as reasonably possible after the date of this Agreement.; 3.4 If the Antitrust Approval will not be granted by (b) without prejudice to sub-Clause (d) below, use its best efforts to obtain the relevant Governmental antitrust entity approvals of the United States without requiring a Materially Adverse DivestmentCompetition Authorities under the applicable competition laws for the Completion of the Transaction as soon as reasonably practicable, and shall promptly and adequately respond to any questions or observations which the Condition is not satisfied Competition Authorities may have; (c) bear all filing fees and other costs and expenses it incurs in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations relation to the seeking to obtain the relevant approvals of the parties Competition Authorities under this Agreement shall end (except the applicable competition laws for the provisions Completion of the Surviving Provisions) but Transaction (for the avoidance of doubt, each Party shall bear its own costs and expenses which it may incur in relation to these approvals, e.g. professional advisory fees) and bear all rights costs, penalties and liabilities fines resulting from not filing in any jurisdiction where it is determined that a filing of any kind should have taken place in relation with the Transaction; and (d) accept all conditions, obligations or other requirements imposed or contained in any final decision of a Competition Authority with a view to remove any impediments, restrictions or conditions that may affect or delay the fulfilment of the parties which have accrued before termination solely Merger Control Condition, and in connection with any event make any offer to the satisfaction Competition Authorities necessary to remedy the concerns of such Competition Authorities. 4.4 The Purchaser shall keep the Sellers reasonably informed about the status and progress of the relevant filings that are required to satisfy the Merger Control Condition. To that end, the Purchaser shall prior to any notification provide the Sellers a non-confidential draft filing and allow reasonable time to make comments. The Purchaser shall also make available to the Sellers a non-confidential version of any notification submitted with regard to the Transaction to any competition authority. In particular, when a filing is made on behalf of both the Purchaser and the Sellers, the Purchaser shall, following its obligations under Clause 4.3 prepare such filing and take all measures necessary to submit such filing to the relevant Competition Authority on behalf of both the Purchaser and the Sellers. To this end, the Sellers shall use their best efforts to provide the Purchaser, with all information and assistance reasonably required by the Purchaser, it being understood that the Sellers will not bear any costs in relation to these filings and that the Sellers shall have no obligation to accept any obligations or requirements as referred to in Clause 4.3(d). 4.5 Without prejudice to the undertakings of Clause 4.3, the Purchaser and the Sellers shall, to the extent permitted by law, co-operate with one another in good faith and provide such assistance as may reasonably be required with a view to satisfying the Merger Control Condition, including providing all information reasonably required by the other Parties in relation to their respective businesses or the business of the Group Companies and providing to the Competition Authorities all information required by them. Nothing in this Clause 4.5 shall require a Party to provide another Party with information that relates to its operations or is commercially sensitive to it. 4.6 Parties expressly acknowledge that the Purchaser’s compliance with any condition, obligation or other requirement imposed or contained in any decision of any Competition Authority or the effectuation of any offer made by the Purchaser to any Competition Authority pursuant to Clause 4.3(d) will not result in any change to the terms and conditions of this Agreement. 4.7 The Purchaser shall use its best efforts to procure that the Merger Control Condition shall continue to exist. 3.5 be satisfied at the latest nine (9) months after the date of this Agreement (the Long Stop Date). If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Merger Control Condition is not satisfied on or before the Long Stop Date, or any Competition Authority has taken action or given indication that the Merger Control Condition will not be satisfied on or before the Long Stop Date, then the Sellers or the Purchaser shall have the right to terminate this Agreement (provided that the non-satisfaction (or the confirmation of non-satisfaction) of the Merger Control Condition is not due to the non-compliance by any of the Sellers (in case of a termination by the Sellers) or the Purchaser (in case of a termination by the Purchaser) with any of their obligations under Clause 4.3 or Clause 4.4), it being understood that in such event: (a) except for the Surviving Provisions, all provisions of this Agreement shall lapse and cease to have effect; but (b) neither the lapsing of those provisions nor their ceasing to have effect shall affect any accrued rights or liabilities in respect of damages for non-performance of obligations under this Agreement falling due for performance prior to such lapse and cessation. 4.8 Within two (2) Business Days of the Merger Control Condition being satisfied, the Purchaser will notify the Sellers thereof. If the Purchaser becomes aware of the fact that the Merger Control Condition will not be satisfied before the Long Stop Date, it will notify the Sellers within two (2) Business Days of it becoming aware of such fact. 4.9 If (a) the Purchaser fails to comply with the obligations set out in Clause 4.3(d); or (b) Completion does not take place because the Purchaser fails to comply with the Purchaser’s Completion Obligations; or (c) the Merger Control Condition is not satisfied on or before the Long Stop Date except in case this is solely due to the Sellers’ failure to comply with their obligation mentioned in the last sentence of Clause 4.4 in relation to a filing to be made on behalf of both the Purchaser and the Sellers; and the Agreement is terminated by the Sellers in accordance with Clause 3.1 on 4.7 or before June 307.5, 2010, then the Seller may by written notice Purchaser shall pay to the Buyer terminate Sellers an aggregate lump sum break fee of EUR 100,000,000, of which EUR 51,234,566 payable to Alychlo and EUR 48,765,434 payable to Holdco, each time in accordance with Clause 19 by wire transfer in immediately available funds within five (5) Business Days from the Long Stop Date (in case the payment is due on the basis of Clause 4.9(c)) or from the date at which the Purchaser failed to comply with the relevant obligation (in case the payment is due on the basis of Clauses 4.9(a) or (b) (the Break Fee). Notwithstanding any other provisions of this Agreement, the Sellers shall at all times have the right to seek specific performance of the Purchaser’s obligations under this Agreement, including the obligations pursuant to Clauses 4.3 and 7.2, it being understood that in such case the Break Fee shall not be due. The Sellers acknowledge and agree that the Break Fee shall be a full compensation for all their damages in relation to a termination of this Agreement (except for or the non-fulfilment of the Purchaser’s obligations hereunder and that they shall in such case not be entitled to any additional damages. The Purchaser explicitly acknowledges that the provisions of this Clause 4.9 are reasonable and necessary to protect the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities legitimate interests of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existSellers.

Condition Precedent. 3.1 The 2.1 Notwithstanding any term or condition in this Agreement, the sale and purchase by the City to the Buyer of the Securities Sale Land is expressly subject to and conditional on all applicable filings having been made under upon the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Buyer conducting such independent soil and geotechnical tests as may be required to prove to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition satisfaction of the Securities by Buyer that the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval Sale Land is in a state satisfactory for the consummation Buyer’s proposed development of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States Sale Land (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “DivestitureSoils Condition”). Notwithstanding The Soils Condition is to be fulfilled or waived on or before the foregoing15th day of June, nothing in this Clause 3.2 shall require2021, or be deemed to require, such other date as the City and the Buyer to may agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in writing (the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentSoils Condition Date”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 2.2 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Soils Condition is not satisfied in accordance with Clause 3.1, fulfilled or waived on or before June 30the Soils Condition Date, 2010then: (a) this Agreement shall be deemed to have been mutually terminated by the City and the Buyer; (b) the Deposit and the Performance Fees shall be returned to the Buyer, less any and all earned interest on the Deposit or the Performance Fees, which shall be to the benefit of the City and less any amounts of the Deposit or the Performance Fees needed by the City to restore the Sale Land; (c) upon return of the Deposit and the Performance Fees (or any portion thereof) to the Buyer, all rights and obligations of the parties under City and the Buyer pursuant to this Agreement shall be at an end except as otherwise stated in this Agreement; (except d) the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (e) the Buyer shall not have any further obligation or liability to the City and the City shall have no further rights as against the Buyer, including any claim to damages, save for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights sections 2.2(d), 2.6 and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist8.1. 3.5 2.3 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Soils Condition is not satisfied in accordance with Clause 3.1 fulfilled or waived on or before June 30the Soils Condition Date, 2010but the Buyer fails to complete the purchase of the Sale Land in the manner and on the date as provided for in this Agreement, then otherwise than as a result of the Seller City’s default, then: SAMPLE (a) the Deposit and the Performance Fees and all earned interest on the Deposit and the Performance Fees shall be immediately forfeited to the City as liquidated damages and not as a penalty; (b) the interest of the Buyer in the Sale Land as created by this Agreement shall terminate without any legal proceedings being taken or other act being performed by the City; (c) the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may by written notice have registered or caused to be registered against the title to the Sale Land; and (d) the Sale Land shall revert to and revest in the City and the City shall not have any further obligation or liability to the Buyer terminate this Agreement with respect to the Sale Land. 2.4 All costs incurred by the Buyer with respect to the conduct and fulfilment of the Soils Condition shall be solely at the Buyer’s expense. 2.5 The Soils Condition is for the sole benefit of the Buyer and may only be waived by the Buyer in writing. 2.6 The Buyer shall promptly provide copies to the City of all soils and geotechnical tests and reports that the Buyer commissions or obtains with respect to the Sale Land (except for those obtained from the provisions City), and shall give the City prompt notice of any subsurface irregularities or defects with regard to the Surviving Provisions) but (for Sale Land that the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existBuyer becomes aware of.

Condition Precedent. 3.1 The sale This Agreement, except for the obligation to submit the first Firm Order in accordance with Section 2.4(b), and purchase any ancillary agreement concluded between the Parties in connection herewith, including the Quality Agreement and the SDEA, and the Co-Development and License Agreement and the agreement regarding the equity investment of Chiesi in uniQure concluded on the date hereof, shall become effective once the Parties have received consent from or, as the case may be, entered into separate agreements with, the respective Third Party licensors to the subcontracting of the Securities is conditional on all applicable filings having been made rights and licenses licensed by uniQure as licensee under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Existing Third Party Licenses listed in Schedule 9.1 to Chiesi. uniQure and, to the extent applicable, Chiesi, shall use Commercially Reasonable Efforts to obtain such consent or, as the case may be, enter into such agreements, on or prior to [†]. If, despite the Parties’ Commercially Reasonable Efforts, such consent has not been obtained from or, as the case may be, such agreements have not been entered into with, all such Third Party licensors by the end of 1976 or the regulations made thereunder [†], this Agreement and all applicable waiting periods under other agreements that Act or those regulations having expiredare subject to the condition precedent pursuant to sentence 1 shall be deemed null and void as of the Effective Date and the first Firm Order submitted by Chiesi in accordance with Section 2.4(b) shall be deemed withdrawn, lapsed or been terminated as appropriateunless, prior to the end of such period, following a corresponding request of either Party, the Parties mutually agree in each case writing on an extension of such period. The Parties agree that (i) costs and expenses incurred in connection with the proposed acquisition preparation and execution of this Agreement as well as obtaining of the Securities by aforementioned consent or, as the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each casecase may be, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)aforementioned agreements,[†]. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase terms of this Lease are expressly conditioned upon the Securities is conditional on all applicable filings having been made under Landlord obtaining title to the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Premises by August 19, 1997. In the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required event Landlord fails to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject title to the last sentence of this Clause 3.2Premises by said date, shall include without limitation the Buyer’s agreement Landlord may, at any time thereafter prior to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (obtaining title to the extent permissible under Premises, deliver written notice to Tenant that this Lease shall be null, void and of no legal effect and upon the terms thereof); and (C) amend or terminate delivery of such existing licences or other intellectual property agreements (notice to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in Tenant this Clause 3.2 Lease shall require, or be deemed to requirebe null, void and of no legal effect. Multiple original copies of this Lease may be executed, and the Buyer to agree to or effect any Divestiture, hold execution of this Lease may be through the execution by the parties of separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business counterparts. All of the Company original copies of this Lease together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the Buyer after same counterpart. For purposes of this Lease, each of the transaction parties hereto agrees that a copy (including a “Materially Adverse Divestment”). 3.3 facsimile copy) of the signature of a person executing this Lease shall be effective as an original signature and shall cause the copy of this Lease upon which such copy of that signature appears to be legally binding and effective as an execution counterpart hereof. Each of the undersigned parties shall submit any necessary filings required pursuant authorizes the assembly of one or more original copies of this Lease through the combination of the several executed counterpart signature pages with one or more bodies of this Lease, including the Exhibits, if any, to this Clause 3 within ten Business Days following the date Lease, such that each such original copy of this Agreement. 3.4 If Lease shall consist of (i) the Antitrust Approval will not be granted by the relevant Governmental antitrust entity body of this Lease, (ii) counterpart signature pages which collectively include all of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations signatures of the parties under hereto, and (iii) the Exhibits, if any, to this Agreement Lease. Each such Lease shall end constitute one original of this Lease. EXECUTED to be effective as of this 19th day of August, 1997 (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist--------- "effective date"). 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase Upon the satisfaction of the Securities following condition precedent, this Amendment shall become effective as of and with effect from and after the date first above written: 4.1. The Borrower, the Guarantors, the Agent and the Lenders (including the Departing Lender and each Continuing Lender) shall have executed and delivered this Amendment. 4.2. The Agent shall have received for each New Lender a Revolving Note evidencing the Revolving Loans made or to be made by such New Lender in the amount of such New Lender's Revolving Credit Commitment as set forth on Schedule 1 hereto (such Revolving Note to be in the form attached to the Credit Agreement as Exhibit D-1 with appropriate insertions). 4.3. The Agent shall have received for each Continuing Lender (other than New Lenders), the Revolving Credit Commitment of which is conditional increased hereby, a replacement Revolving Note evidencing the Revolving Loans made or to be made by such Lender in the amount of its Revolving Credit Commitment as set forth on all applicable filings having been made under Schedule 1 hereto (such Revolving Note to be in the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act form attached to the Credit Agreement as Exhibit D-1 with appropriate insertions). 4.4. The Agent shall have received from the Borrower such fees as are required to be paid pursuant to the terms of 1976 or a letter between the regulations made thereunder Agent and all applicable waiting periods under that Act or those regulations having expiredthe Borrower dated May 17, lapsed or been terminated as appropriate2004. 4.5. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel; and the Agent shall have received for each Lender the favorable written opinion of counsel to the Borrower, in form and substance reasonably satisfactory to the Agent, as to such legal matters. 4.6. The Agent shall have received for each case in connection with the proposed acquisition Lender copies of resolutions of the Securities by Borrower's and each Guarantor's Board of Directors (or similar governing body) authorizing the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall takeexecution, or cause to be taken, all actions delivery and do, or cause to be done, all things required to obtain approval for performance of this Amendment and (in the case of the Borrower) the new Revolving Notes delivered in conjunction herewith and the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity hereby and thereby, together with specimen signatures of the United States persons authorized to execute such documents on the Borrower's and each Guarantor's behalf, all certified in each instance by its Secretary or Assistant Secretary. 4.7. The Agent shall have received (the “Antitrust Approval”), which, subject i) all financial statements required to be delivered on or prior to the last sentence date hereof pursuant to the terms of Section 8.5 of the Credit Agreement and (ii) projections prepared by the Borrower for the three fiscal years ending on September 30, 2007, which shall be in form and substance satisfactory to the Lenders. 4.8. The Departing Lender shall have been paid all principal and accrued but unpaid interest and commitment, letter of credit or other fees or amounts outstanding or accrued and unpaid as of the effective date hereof. 4.9. Each Continuing Lender shall have been paid an amount (if any) equal to the excess of the principal amount of Loans outstanding to it immediately prior to the effectiveness of this Clause 3.2Amendment over the principal amount of Loans outstanding to it immediately after the effectiveness of this Amendment, shall include without limitation together with all accrued but unpaid interest and fees owing to it under the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses Credit Agreement as of the Company or any date hereof. 4.10. The Borrower shall have paid to each Lender all amounts (if any) due to it under Section 1.11 of the Buyer’s other assets Credit Agreement as a result of any repayment to such Lender of Eurodollar Loans or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely Swing Loans in connection with the satisfaction effectiveness of the Condition shall continue to existthis Amendment. 3.5 If the Antitrust Approval (not requiring a Materially 4.11. Since March 31, 2004, there shall have been no Material Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existEffect.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective upon completion or satisfaction of the Securities is conditional on all applicable filings having been made under following in the United States Lender’s determination: (i) The execution and delivery of this Amendment by the Borrowers and the Lender. (ii) The execution and delivery of the Temporary Increase Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The Borrowers shall have delivered to the Lender a copy of the Purchase Commitment from ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Mac in form reasonably satisfactory to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriateLender, in each case in connection its sole discretion, wherein such Purchase Commitment shall obligate ▇▇▇▇▇▇▇ Mac to purchase the Princeton Loan(s) originated by the Borrowers with the proposed acquisition Advance(s) made by the Lender. (iv) The execution and delivery of that certain letter agreement dated as of October 19, 2012 with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (v) The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Securities by Loan Agreement during the Buyer or any matter arising from or relating to such proposed acquisitionterm of the Loan, including, without limitation, during the Temporary Funding Period. 3.2 (vi) The Buyer Borrowers shall take, or cause have delivered to be takenthe Lender the following, all actions in form and dosubstance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the Secretary of each Borrower dated as of the date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Borrowers executing this Amendment, the Temporary Increase Promissory Daily Adjusting LIBOR Note or cause to be done, all things required to obtain approval for otherwise acting on behalf of each Borrower hereunder and the consummation of resolutions authorizing the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof)Amendment; and (C) amend or terminate such existing licences or other intellectual property agreements (a legal opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as counsel to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements Borrowers dated as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding date hereof, addressed to and in form and substance reasonably satisfactory to the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material Lender and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)its counsel. 3.3 Each of (vii) The Borrowers shall have paid the parties shall submit any necessary filings required pursuant Lender’s reasonable attorneys’ fees and expenses related to this Clause 3 within ten Business Days following the date preparation, negotiation and closing of this AgreementAmendment. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale This Amendment and purchase of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expiredWaiver, lapsed or been terminated as appropriateincluding, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyeramendments to the Credit Agreement contained herein, shall become effective as of the date of this Amendment and Waiver (except as stated otherwise in Section 2) upon satisfaction of all of the conditions set forth in this Section 3 to the satisfaction of Bank: (a) Bank shall have received each of the following, in form and substance satisfactory to Bank, duly executed and delivered by each of the applicable parties thereto: (i) this Amendment and Waiver (ii) the Modification to Revolving Line of Credit Note dated as of November 13, 2012; (iii) Certificate of Borrower’s agreement to secretary or similar person, as to, and attaching if applicable: (A) sell or otherwise dispose of specific assets or categories of assets or businesses copies of the Company or any Certificate of the Buyer’s other assets or businesses then owned Incorporation, certified as of a recent date by the BuyerSecretary of State of Borrower’s state of organization; (B) terminate copies of the bylaws of Borrower, or confirming that there have been no changes to the Certificate of Incorporation or bylaws previously delivered to Bank; (C) copies of resolutions of the board of directors or other governing body or other authorizing documents of Borrower, approving this Amendment and Waiver and the Modification to Revolving Line of Credit Note and the extensions of credit hereunder and thereunder; (D) incumbency; and (E) copies of certificates of good standing or its equivalent with respect to Borrower certified as of a recent date by the Secretary of State and the tax authority of Borrower’s state of organization and each other state in which Borrower is qualified to do business; and (iv) such other documents as Bank may require under any existing contractual rights other Section of this Amendment and obligations Waiver or otherwise. (b) No Event of Default nor any condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default shall have occurred and be continuing (except to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”expressly waived hereby). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale Consultant's entitlement to submit a payment claim under clause 3.2 is conditional upon the Consultant having: obtained the insurance required by clause 1.11 and purchase (if requested) provided evidence of this to the Defence Representative; and complied with clause 3.13. If the Consultant has not satisfied the conditions in paragraph (a) at the time of submitting a payment claim, then: the payment claim is deemed to have been invalidly submitted under clause 3.2; the Defence Representative will not be obliged to include in any payment statement under clause 3.5 any amount included in the payment claim; and Defence will not be liable to pay any amount included in the payment claim. If the Consultant: submits a payment claim; and has failed to comply with the requirements of clause 3.2(f) in relation to any amount (or portion of any amount) claimed in the payment claim, then: the Consultant will not be entitled to payment of; the Defence Representative will not be obliged to include in any payment statement under clause 3.5; and Defence will not be liable to pay, the amount (or the portion of the Securities is conditional amount) claimed in the payment claim in relation to which the Consultant has failed to comply with the requirements of clause 3.2(f), unless: the Defence Representative (in its absolute discretion and without being under any obligation to exercise this discretion for the benefit of the Consultant) issues a written notice to the Consultant identifying the documentation or information which the Consultant has failed to provide under clause 3.2(f); and the Consultant provides that documentation or information to the Defence Representative within the time required in the Defence Representative's notice. The Defence Representative: must, within 10 business days of receiving a payment claim submitted or purported to be submitted in accordance with clause 3.2; or may, if the Consultant fails to submit any such claim in accordance with clause 3.2, at any time, give the Consultant, on all applicable filings having been made behalf of Defence, a payment statement which states: the payment claim to which it relates (if any); the Consultant's total value of entitlement under the United States ▇▇▇▇Contract; the amount already paid to the Consultant; the amount (if any) which the Defence Representative believes to be then payable by Defence to the Consultant on account of the Fee and otherwise in accordance with the Contract and which Defence proposes to pay to the Consultant; and if the amount in paragraph (f) is less than the amount claimed in the payment claim: the reason why the amount in paragraph (f) is less than the amount claimed in the payment claim; and if the reason for the difference is that Defence has retained, deducted, withheld or set-▇▇▇▇▇off payment for any reason, the reason for the retention, deduction, withholding or setting-▇▇▇▇▇▇ Antitrust Improvements Act off. Any evaluation or issue of 1976 a payment statement by the Defence Representative will not: constitute approval of any Services nor will it be taken as an admission or evidence that the part of the Services covered by the payment statement has been satisfactorily carried out in accordance with the Contract; or constitute a waiver of the requirements of clauses 3.2 and 3.4 in relation to any payment claim other than to the extent (if any) to which Defence expressly waives such requirements in respect of the payment claim the subject of the payment statement. Within: subject to paragraph (b), if none of the Services are being carried out in Queensland, 10 business days; or if any of the Services are being carried out in Queensland, 5 business days, of Defence receiving a payment statement under clause 3.5, Defence will pay the Consultant the amounts set out as then payable in the payment statement. Any payment of moneys under clause 3.6 is not: evidence of the value of Services or that Services have been satisfactorily carried out in accordance with the Contract; an admission of liability; or approval by Defence or the regulations made thereunder Defence Representative of the Consultant’s performance or compliance with the Contract, but is only to be taken as payment on account. Within 28 days (or such longer period agreed in writing by the Defence Representative) after completion of the Services, the Consultant must give the Defence Representative: a payment claim which complies with clause 3.2 and which must include all applicable waiting periods amounts which the Consultant claims from Defence on account of all amounts payable under that Act or those regulations having expired, lapsed or been terminated as appropriatethe Contract; and notice of any other amounts which the Consultant claims from Defence, in each case respect of any fact, matter or thing arising out of or in any way in connection with the proposed acquisition of Services or the Securities by the Buyer or any matter arising from or relating Contract which occurred prior to such proposed acquisition. 3.2 completion. The Buyer shall take, or cause to be taken, all actions payment claim and do, or cause to be done, all things notice required to obtain approval for the consummation of the transactions contemplated by under this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject clause 3.8 are in addition to the last sentence of this Clause 3.2, shall include without limitation other notices which the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (Consultant must give to the extent permissible Defence Representative under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires Contract in order to provide preserve its entitlements to make any such Claims. Without limiting the Antitrust Approval (andprevious paragraph, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing Consultant cannot include in this Clause 3.2 shall require, payment claim or be deemed to require, the Buyer to agree to or effect notice any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Claims which are barred by clause 7.6. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 4.01. The sale CLOSING and purchase the transfer of the Securities SHARES of each SPV are conditional upon the occurrence of all the conditions precedent (hereinafter referred to as the “CONDITIONS”) described below: a. if necessary, for the CHANGE OF CONTROL CONTRACTS indicated under Exhibit 4.01.a., the SELLERS shall have caused each relevant SPV to (i) obtain the necessary consent from its counterpart in such cases where consent is conditional required, or (ii) notify its counterpart in such cases where pure notification is required and shall deliver evidence thereof to the BUYER; b. with regard to the Financing Agreement entered into on February 25th, 2013, as amended and restated and presently in force between the SPVs, Banca IMI S.p.A. and Intesa San Paolo S.p.A. (hereinafter referred to as the “FINANCING AGREEMENT”) and all applicable filings having been made other contracts, deeds and agreements connected or related to the loans facilities under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated FINANCING AGREEMENT (hereinafter collectively referred to as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust ApprovalFINANCING DOCUMENTS”), whichSELLERS shall have obtained from the lending banks, subject pursuant to a written request addressed to the last sentence of this Clause 3.2lending banks according to the text attached hereto under Exhibit 4.01.b., shall include without limitation a written document (hereinafter referred to as the Buyer’s agreement to “CONFIRMATION LETTER”) containing: (Ai) sell or otherwise dispose of specific assets or categories of assets or businesses any consent and/or approval necessary under FINANCING DOCUMENTS; (ii) the confirmation that the terms and conditions of the Company or any FINANCING DOCUMENTS will remain in force and unchanged as a result of the Buyer’s other assets transaction envisaged under the AGREEMENT and the consequent change of control; (iii) the confirmation that SELLERS’ (and Kinexia S.p.A.) commitments under the FINANCING DOCUMENTS, have been complied with, extinguished or businesses then owned waived by the Buyer; lending banks, with the only exception of the commitments pursuant to Article 2.2, lett. c), of the Contribution Agreement and Article 6.7 of the FINANCING AGREEMENT,.; (Biv) terminate any existing contractual rights the declaration that the lending banks release the SELLERES from the commitments pursuant to Article 2.2, lett. c), of the Contribution Agreement and Article 6.7 of the FINANCING AGREEMENT, having such commitments and obligations (been assumed by the BUYER in a form and substance reasonably satisfactory to the extent permissible lending banks; c. the representations and warranties of the SELLERS under Article 8 below being true and correct on and as of the REFERENCE DATE and the CLOSING DATE with the same effect as though such representations and warranties had been made on and as of such date; d. there being no Material Adverse Change between the REFERENCE DATE and the CLOSING DATE; e. the PARTIES’ compliance with their respective commitments and obligations hereunder; f. having each SPV executed a termination agreement with VOLTEO terminating the existing Operation and Maintenance Agreement effective 7 (seven) BUSINESS DAYS after the CLOSING DATE with no costs for the SPVs; g. Having the SELLERS delivered to the BUYER written evidence that either the installment of the debt reschedule plan indicated in Exhibit 8.01.10.c and the installment of the financing reimbursement to Banca IMI that are due up to the end of the month of June have been paid or that there are in each SPV available means to make the above payments, being understood that “available means” is defined as cash in the bank, accounts receivable from GSE maturing within the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)installment payment. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase effectiveness of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer amendments contained herein shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1prior satisfaction, on or before June 30the date hereof, 2010, all rights and obligations of the parties under following conditions precedent. (a) Execution and delivery by the Borrowers and the Lender of this Agreement Amendment. (b) The Lender shall end have received evidence that American Capital shall have purchased at least $500,000 in additional subordinate notes (except for the provisions "Additional Subordinated Loan") on terms and pursuant to documentation in form, scope and substance satisfactory to the Lender in all respects. Without limiting the generality of the Surviving Provisions) but (for requirement that the avoidance of doubt) all rights and liabilities terms of the parties which have accrued before termination solely Additional Subordinated Loan be satisfactory to the Lender, the note evidencing such loan shall expressly provide, on terms satisfactory to the Lender, that it is subordinated to the Obligations, and such loan shall be fully subordinated to the Obligations pursuant to a subordination agreement in connection with form, scope and substance satisfactory to the satisfaction Lender. The proceeds of the Condition Additional Subordinated Loan shall continue be applied to existthe amounts due under the Revolving Credit Loans. In addition, American Capital or its assignee shall be issued additional subordinated notes in the amount of and in lieu of the cash interest payment due and owing on July 31, 2000 on the Subordinated Debt, which notes shall also be considered to be the Additional Subordinated Loan. 3.5 If (c) The Lender shall have received a copy of the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by fully executed Amendment No. 2 to Note and Equity Purchase Agreement among the relevant Governmental antitrust entity Borrower and American Capital Stategies, Ltd. and ACS Funding Trust I in the United States form, scope and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice substance satisfactory to the Buyer terminate this Agreement Lender. (except for d) The Lender shall have received from the provisions Borrower a thirteen (13) week rolling cash flow forecast dated as of June 23, 2000. (e) The Lender shall have received a copy of the Surviving Provisions) but (for fully executed Vineland Purchase and Sale Agreement in form, scope and substance satisfactory to the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existLender.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective upon completion or satisfaction of the Securities is conditional following in the Lender’s determination: (i) The execution and delivery of this Amendment by the Borrowers and the Lender. (ii) The execution and delivery of the Second Amended and Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan. (v) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to the Lender’s waiver of certain rights in connection with that certain Redemption Letter dated as of November 7, 2011 between Lender and Centerline Holding Company, and agreed to and accepted by the Lender. (vi) The Borrowers shall have delivered to the Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the Secretary of each Borrower dated as of the date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Borrowers executing this Amendment, the Second Amended and Restated Daily Adjusting LIBOR Note or otherwise acting on all applicable filings having been made under behalf of each Borrower hereunder and the United States ▇▇▇▇-▇▇▇▇▇-▇resolutions authorizing the transactions contemplated by this Amendment; and (C) a legal opinion of ▇▇▇▇▇ Antitrust Improvements Act of 1976 or Peabody LLP, as counsel to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated Borrowers dated as appropriate, in each case in connection with the proposed acquisition of the Securities by date hereof, addressed to and in form and substance reasonably satisfactory to the Buyer or any matter arising from or relating to such proposed acquisitionLender and its counsel. 3.2 (vii) The Buyer Borrowers shall take, or cause to be taken, all actions have paid the Lender’s reasonable attorneys’ fees and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject expenses related to the last sentence preparation, negotiation and closing of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Amendment. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 10.1.1 The sale and purchase Purchaser’s obligation to acquire the Shares at Closing shall be subject to the fulfilment of every one of the Securities following conditions in a form acceptable to the Purchaser (the “Condition Precedent”): a) The representations and warranties of the Transferors set forth in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Transferors set forth in this Agreement that are not so qualified are true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, except to the extent the representation or warranty is conditional expressly limited by its terms to another date, and Purchaser shall have received a certificate signed by The Transferors.; b) The Company and the Transferors shall have performed or complied in all material respects with all obligations, covenants and agreements required to be performed by it or them under this Agreement at or prior to the Closing Date, and Purchaser shall have received a certificate signed by the Transferors; c) Absence of any Material Adverse Change between the date of this Agreement and the Closing Date; d) Obtaining certified FY2019 Financial Statement in accordance with French GAAP Accounting Principles; e) FY2019 Financial Statement in accordance with US GAAP that are acceptable to the Purchaser, f) Absence of Indebtedness on FY2019 Financial Statement; g) Final approval of the Transaction, this Agreement and the Closing by the Purchaser’s Board of Directors, and more generally receipt of all applicable filings having been made under consents and approvals necessary to consummate the United States Transaction; h) Exercise of all the remaining BSPCEs issued by Lixoft and held by Mr. ▇▇▇▇-▇▇▇▇▇▇▇▇ Si ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the proportion indicated in Schedule A (Capitalization table); i) Update of the shareholders’ registers (registres de mouvement de titres) and shareholders’ individual accounts (compte individuel d’actionnaires) of the Company, together with the minute books for its shareholders’ meetings (registre des procès-verbaux d’assemblées générales) and the Company’s articles of association, subsequent to the exercise of the BSPCEs held by Mr. ▇▇▇▇-▇▇▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder Si Abdallah, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; j) Termination of the Securities by three Shareholders’ Agreements entered into between the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses shareholders of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied holders of BSPCEs, i.e. Mr. ▇▇▇▇-▇▇▇▇▇▇▇▇ Si Abdallah, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; k) Execution of a consulting contract with ▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with Clause 3.1his public agent status at INRIA, in the form substantially similar to that set forth on Schedule 10.1.1(k); l) Execution of valid, fully enforceable (and in particular against the Employment Administration – Pôle Emploi) and regularized employment contracts with ▇▇▇▇▇▇ ▇▇▇▇▇▇ and of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ employment contract in accordance with French Labour law, in the form substantially similar to that set forth on Schedule 10.1.1(l); m) Formal waiver from ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting jointly and severally, to any claims or before June 30indemnification in any form whatsoever against the Company related to their employment contracts or consecutive to their employment contract, 2010, all in particular for ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with regard to his unemployment rights and obligations (droit au chômage); n) Formal waiver from ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ to any claims or indemnification relating to the Intellectual Property Rights used by the Company for the purpose of its activity; o) Evidence of transfer of any domain names registered in the name of ▇▇▇▇▇▇ ▇▇▇▇▇▇ to the Company; p) Evidence of registration of the parties under this Agreement shall end (except for Company’s incorporation before the provisions French Trademark Office regarding the French trademark LIXOFT number n°3791722; q) Evidence of registration of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities transfer of the parties which have accrued trademarks MONOLIX n°3721270 and n°1052656 from INRIA to the Company before termination solely in connection the competent Trademark Offices; r) Evidence of registration of the transfer of the patent n°10/59452 on a “Method for Analysing Longitudinal Data” from INRIA to the Company before the French Patent Office; s) Evidence of implementation of GDPR compliance actions by the Company; t) Performance by the Company and the Transferors of all of their obligations under the Agreement; u) Execution by each of the Company’s Employees of an amendment to their respective employment agreement; v) The Transaction shall not require any approval, consent or ratification of the shareholders of Purchaser. 10.1.2 The Condition Precedent are provided to the sole benefit of the Purchaser with the satisfaction sole exception of the Condition shall continue to existPrecedent set forth in Article 10.1. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 (i) The sale and purchase obligations of the Securities JV Parties to subscribe for the Subscription Shares under the JVSA is conditional upon the fulfilment of the condition(s) precedent under the SPA upon the terms and conditions contained therein (“Condition Precedent”). These are: (a) the approval or letter of no objection from the Economic Planning Unit, Prime Minister’s Department (“EPU”) pursuant to the EPU guidelines for the acquisition of the Property by PPSB from GASB, which was dated 25 June 2020 and being obtained on 30 June 2020; and (b) the approval from the appropriate authorities, as required under Section 433B of the National Land Code, 1965 for the acquisition of the Property by PPSB from GASB, which was dated 27 July 2020 and being obtained on 26 August 2020. (ii) If the Condition Precedent is not fulfilled within six (6) months from the date of the JVSA or such extended period as may be mutually agreed upon by the JV Parties (“Conditional Period”), the JVSA shall terminate subject to the provisions below: Upon the termination of the JVSA: (a) PPSB shall within fourteen (14) days from the date of termination, refund to PSSB all applicable filings having been monies paid by PSSB to or for the account of PPSB free from all interest, including but not limited to all payment(s) made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 SPA; (b) SVSB and PVSB shall reimburse PSSB according to the Shareholding Proportion, for all fees, charges, taxes, disbursements, costs and/or expenses paid or incurred by PSSB relating and/or incidental to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expiredProposed Acquisition, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition development of the Securities Property by PPSB (“Proposed Development”) and the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions entry and do, or cause to be done, all things required to obtain approval for the consummation performance of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States JVSA, within fourteen (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A14) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following days from the date of this Agreement.termination; and 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010(c) thereafter, all rights and rights, obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which JV Parties hereunder shall cease to have accrued before termination solely in connection with the satisfaction effect and none of the Condition JV Parties shall continue to existhave any claim against the other for costs, damages, compensation or otherwise save for any antecedent breaches. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. The amendments and supplements to the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, the fees required to be paid pursuant to Section 3.1 The sale hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws (or a certification there have been no changes to such documents since December 11, 2009) and purchase the resolutions authorizing this Agreement and the transactions hereunder and an Officer’s Certificate as to the incumbency of the Securities is conditional on all applicable filings having been made under officers thereof signing this agreement; (c) the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Agent and the regulations made thereunder Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated hereby in form and substance as may be required by this Agreement by any Governmental antitrust entity the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the United States (Credit Agreement shall be true and correct in all material respects and the “Antitrust Approval”), which, subject Borrower shall have delivered to the last sentence of this Clause 3.2Agent an Officer’s Certificate confirming the same; and (e) no consents, shall include without limitation approvals or authorizations are required for the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or increase in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended) and the provisions Borrower shall have delivered to the Agent an Officer’s Certificate confirming the same. The foregoing conditions precedent are inserted for the sole benefit of the Surviving Provisions) but (for Lenders and the avoidance of doubt) all rights Agent and liabilities of the parties which have accrued before termination solely may be waived in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted writing by the relevant Governmental antitrust entity Lenders, in the United States whole or in part (with or without terms and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existconditions).

Condition Precedent. 3.1 The sale This Amendment shall become effective on the date (the “Effective Date”) on which the Agent and purchase the Administrators shall have received the following, each (unless otherwise indicated) dated such date and in form and substance satisfactory to the Agent and the Administrators: (a) Certificates of the Securities is conditional on Secretary or Assistant Secretary of the Seller, AGCO and AGCO Finance certifying the names and true signatures of their respective officers authorized to sign this Amendment, the AGCO Finance Purchase Agreement, the Servicing Agreement, the Intercreditor Agreement and the other documents to be delivered by them hereunder or thereunder or in connection herewith or therewith, evidence of authorization of the transactions contemplated hereby and thereby, the articles of incorporation (including an amendment to the articles of incorporation of the Seller permitting the transactions contemplated by the AGCO Finance Purchase Agreement) or formation (attached and appropriately certified by the Secretary of State of the Seller’s, AGCO’s and AGCO Finance’s jurisdiction of incorporation or formation) and the by-laws and all applicable filings having been made amendments thereto of the Seller and AGCO. (b) Amendments to registration statements previously filed in all jurisdictions that the Agent or the Administrators may deem necessary or desirable in order to preserve, perfect and protect the Purchasers’ ownership interest in the Ownership Interests Transferred under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Receivables Purchase Agreement as amended by this Amendment. (c) Executed copies of 1976 all discharges, releases or subordination agreements, if any, which the regulations Agent requests with respect to registrations or Adverse Claims of any Person in any Pool Assets, together with copies of the relevant financing change statements or other discharge or release statements with the registration particulars stamped thereon, and copies of any estoppel letters which the Agent shall reasonably request to confirm that any registration made thereunder in favour of any Person, does not and will not be relied upon to perfect or protect an adverse claim in any Pool Assets (d) Copies of search reports of all applicable waiting periods under that Act relevant searches conducted against the Seller and its predecessor names in Ontario, Quebec and Saskatchewan. (e) An executed copy of the Servicing Agreement, AGCO Finance Purchase Agreement, Intercreditor Agreement, fee letter and this Amendment from of the parties thereto and hereto. (f) Favorable opinions of counsel for the Seller, AGCO and AGCO Finance as to such matters as the Agent or those regulations having expiredany Administrator may reasonably request, lapsed or been terminated as appropriateincluding, in each case without limitation, opinions with respect to “true sale” and substantive consolidation. (g) Payment of all fees required to be paid pursuant to any fee letter entered into in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity Amendment. (h) Certificates of Status (or of Compliance) of the United States Seller for the jurisdiction of its chief executive office and each other jurisdiction where it conducts business ; and good standing certificates with respect to AGCO and AGCO Finance from the Secretary of State of the State of their respective jurisdictions of organization and such other jurisdictions as the Agent or any Administrator may reasonably request. (i) Copies of all consents, waivers and amendments to existing credit facilities that are necessary in connection with this Amendment and the transactions contemplated hereby. (j) Certificates of Authorized Officers of the Seller and AGCO to the effect as follows, and the following shall be true and correct as at such time: (i) the representations and warranties made herein and in the Receivables Purchase Agreement as amended by this Amendment (the “Antitrust ApprovalAmended Receivables Purchase Agreement”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses are true and correct as of the Company or any of the Buyer’s other assets or businesses then owned by the BuyerEffective Date, as if made on such date; (Bii) terminate any existing contractual rights the Seller and the Servicer are each in compliance with all of their obligations (to the extent permissible under the terms thereof)Amended Receivables Purchase Agreement; and (Ciii) amend no Early Amortization Event, Potential Amortization Event, Servicer Default or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (andevent which, in each case, enter into agreements with the relevant Governmental antitrust entity passage of time or the giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall requirenotice, or be deemed to requireboth, would constitute an Servicer Default has occurred and is continuing, or would result from the transactions contemplated by this Amendment, the Buyer to agree to or effect any DivestitureAGCO Finance Purchase Agreement, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company Servicing Agreement or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Intercreditor Agreement. 3.4 If (k) Such other documents, approvals or opinions as the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on Agent or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existan Administrator may reasonably request. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale A. Inspection Period. Subject to the indemnification obligations set forth in the following paragraph, Purchaser shall have until 5:00 p.m. (Chicago time) on the thirty fifth (35th) day after the date hereof within which to inspect the Property (the "Review Period"). During the Review Period, Purchaser shall be entitled to review copies of (i) the Leases, (ii) the most recent real estate tax statements with respect to the Property, (iii) the most recent sewer and purchase water bills with respect to the Property, (iv) the Service Contracts, (v) bills for electricity and for fuel used to operate the heating and air conditioning systems controlled by Seller at the Property covering the previous twelve (12) months, (vi) correspondence between tenants and Seller (as landlord), (except for any of the Securities is conditional on all applicable filings having been made under the United States such items that contain privileged information), (vii) ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 to tenants for Tenant Reimbursables and invoices for Tenant Reimbursable Expenses, (viii) any plans for the buildings located on the Property, and (ix) any licenses or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case permits issued to Seller in connection with the proposed acquisition ownership and operation of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be takenProperty, all actions to the extent in Seller's possession and doto the extent the same are located at the Property. If Purchaser determines in its sole and absolute discretion that the Property is unsuitable for its purposes and notifies Seller of such decision within the Review Period, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, at which time this Agreement shall be null and void and neither party shall have any further rights or cause to be doneobligations under this Agreement, all things required to obtain approval except for the consummation indemnity obligations set forth in Sections 6 and 8(A) hereof which shall survive termination. Purchaser's failure to object within the Review Period shall be deemed a waiver by Purchaser of the transactions contemplated by condition contained in this Agreement by any Governmental antitrust entity Section 8(A). Purchaser's right of the United States (the “Antitrust Approval”), which, inspection pursuant to this Section 8(A) above shall be subject to the last sentence rights of this Clause 3.2, shall include without limitation tenants under the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses Leases and other occupants and users of the Company Property. No inspection shall be undertaken without 24 hours prior notice to Seller. Seller shall have the right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any of tenants without 24 hours prior notice to Seller, and Seller shall have the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (right to the extent permissible under the terms thereof); and (C) amend or terminate be present for all such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”)tenant interviews. Notwithstanding the foregoing, nothing Seller need not be present for offsite discussions with national and regional tenants. No inspection shall involve the taking of samples or other physically invasive procedures without the prior consent of Seller. Notwithstanding anything to the contrary contained in this Clause 3.2 Agreement, Purchaser shall requirerestore the Property to its condition existing prior to its entry thereon, and shall indemnify, defend and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, attorneys' fees incurred in connection therewith) arising out of or be deemed resulting from Purchaser's exercise of its rights under this Agreement, including, without limitation, its right of inspection as provided for in this Section 8(A) above. The terms of this Section 8(A) shall survive the termination of this Agreement and the Closing. Notwithstanding anything to requirethe contrary contained herein, subject to the Buyer conditions described below, Seller hereby consents to agree to or effect any DivestiturePurchaser, hold separate any business or assets or take any other action if doing so wouldthrough its consultant ▇▇▇▇▇▇▇ Environmental Consultants ("▇▇▇▇▇▇▇"), individually or performing the following physically invasive work within Unit 1120 of the Property (the "Work"): core holes in the aggregatefloor slab in two locations, reasonably obtain two samples of soil (one from each location) between two and four feet below the floor slab. Seller's consent is conditioned upon the following: (i) Purchaser shall be expected to have a material responsible, at its sole cost and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestmentexpense, for compliance with all applicable laws and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely regulations in connection with the satisfaction Work; (ii) prior to initiating the Work, Purchaser shall provide Seller with evidence that ▇▇▇▇▇▇▇ maintains insurance (with Seller as an additional named insured) with at least the following limits (a) comprehensive general liability insurance with a limit of at least $1,000,000, (b) professional errors and omissions insurance with a limit of at least $1,000,000, and (c) worker compensation insurance with at least the statutorily mandated limit; (iii) Purchaser agrees that the results of the Condition Work shall continue be held by Purchaser as confidential information and shall not be disclosed to exist. 3.5 If any other party, other than Purchaser's lenders and as may be required by law, without the Antitrust Approval prior written consent of Seller; and (not requiring a Materially Adverse Divestmentiv) has not been granted by Purchaser agrees that at the relevant Governmental antitrust entity conclusion of the Work, the site shall be left in substantially the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice same condition as it was prior to the Buyer terminate this Agreement (except for Work, and all equipment and waste generated during the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights Work shall be removed at Purchaser's sole cost and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existexpense.

Condition Precedent. 3.1 1.1. The sale and purchase JVA is conditional upon the fulfilment (or waiver) of the Securities is conditional condition of TM having obtained the approval of its shareholders at an EGM to be convened for the entry into the transaction contemplated in the JVA, pursuant to the requirements under Chapter 10 (Part E) of the Listing Requirements (“JVA Condition Precedent”). The day on all applicable filings having which the JVA Condition Precedent has been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 fulfilled or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, waived in each case writing in connection accordance with the proposed acquisition terms of the Securities by JVA is the Buyer or any matter arising from or relating to such proposed acquisition“Unconditional Date”. 3.2 The Buyer 1.2. In the event the Unconditional Date has not occurred on or before 31 October 2024, then the parties shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States discuss (the “Antitrust Approval”), which, reasonably and in good faith) on next steps and subject to the last sentence outcome of this Clause 3.2such discussions, shall include without limitation either TM DC Educity or Nxera MY may elect to terminate the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may JVA by written notice to the Buyer terminate this Agreement (except other, if there is no reasonable prospect of the JVA Condition Precedent being fulfilled or waived in writing in accordance with the terms of the JVA within the remaining period to 31 December 2024. In addition, if at any time after the signing of the JVA, TM has convened an EGM of its shareholders for the provisions purposes of obtaining the Surviving Provisionsapproval of its shareholders pursuant to the JVA Condition Precedent and its shareholders have voted not to approve the relevant resolution, then the Parties shall be required to discuss (reasonably and in good faith) but (for on next steps and, unless otherwise agreed in writing between the avoidance of doubt) all rights and liabilities of Parties, either TM DC Educity or Nxera MY may elect to terminate the JVA by written notice to the other. In any event, unless the parties which have accrued before termination solely agree otherwise in connection with writing, the satisfaction JVA shall automatically terminate at the end of 31 December 2024 if the Condition shall continue to existUnconditional Date has not occurred by then.

Condition Precedent. 3.1 The 2.1 Notwithstanding any term or condition in this Agreement, the sale and purchase by the City to the Buyer of the Securities Sale Land is expressly subject to and conditional on all applicable filings having been made under upon the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Buyer conducting such independent soil and geotechnical tests as may be required to prove to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition satisfaction of the Securities by Buyer that the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval Sale Land is in a state satisfactory for the consummation Buyer’s proposed development of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States Sale Land (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “DivestitureSoils Condition”). Notwithstanding The Soils Condition is to be fulfilled or waived on or before the foregoing19th day of August, nothing in this Clause 3.2 shall require2025, or be deemed to require, such other date as the City and the Buyer to may agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in writing (the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentSoils Condition Date”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 2.2 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Soils Condition is not satisfied in accordance with Clause 3.1, fulfilled or waived on or before June 30the Soils Condition Date, 2010then: (a) this Agreement shall be deemed to have been mutually terminated by the City and the Buyer; (b) the Deposit shall be returned to the Buyer, less any and all earned interest on the Deposit, which shall be to the benefit of the City and less any amounts of the Deposit needed by the City to restore the Sale Land; (c) upon return of the Deposit (or any portion thereof) to the Buyer, all rights and obligations of the parties under City and the Buyer pursuant to this Agreement shall be at an end except as otherwise stated in this Agreement; (except d) the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (e) the Buyer shall not have any further obligation or liability to the City and the City shall have no further rights as against the Buyer, including any claim to damages, save for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights sections 2.2(d), 2.6 and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist8.1. 3.5 2.3 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Soils Condition is not satisfied in accordance with Clause 3.1 fulfilled or waived on or before June 30the Soils Condition Date, 2010but the Buyer fails to complete the purchase of the Sale Land in the manner and on the date as provided for in this Agreement, then otherwise than as a result of the Seller City’s default, then: (a) the Deposit and all earned interest on the Deposit shall be immediately forfeited to the City as liquidated damages and not as a penalty; (b) the interest of the Buyer in the Sale Land as created by this Agreement shall terminate without any legal proceedings being taken or other act being performed by the City; (c) the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may by written notice have registered or caused to be registered against the title to the Sale Land; and (d) the Sale Land shall revert to and revest in the City and the City shall not have any further obligation or liability to the Buyer terminate this Agreement with respect to the Sale Land. 2.4 All costs incurred by the Buyer with respect to the conduct and fulfilment of the Soils Condition shall be solely at the Buyer’s expense. 2.5 The Soils Condition is for the sole benefit of the Buyer and may only be waived by the Buyer in writing. 2.6 The Buyer shall promptly provide copies to the City of all soils and geotechnical tests and reports that the Buyer commissions or obtains with respect to the Sale Land (except for those obtained from the provisions City), and shall give the City prompt notice of any subsurface irregularities or defects with regard to the Surviving Provisions) but (for Sale Land that the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existBuyer becomes aware of.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective on the date (the "SECOND AMENDMENT EFFECTIVE DATE") all the following condition precedents shall have been satisfied: (i) the Agent shall have received counterparts of this Amendment duly executed by each of the Securities is conditional on all applicable filings having parties hereto, (ii) amendments to the Note Agreements, the Credit Agreement and the lease agreements evidencing the Fleet Lease Transaction shall have been made under executed and delivered by the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act parties thereto and become effective, which amendments shall be in form and substance acceptable to the Agent and its counsel, (iii) the SPE and WFL, jointly and severally, shall have paid to the Agent, for the account of 1976 or each Purchaser, the regulations made thereunder GE Second Amendment Closing Fee in the amount and manner as set forth in Section 5 hereof, (iv) the Agent shall have received, for the ratable account of Purchaser, the aggregate unpaid amount of Daily Yield and all applicable waiting periods under that Act or those regulations having expiredaccrued and unpaid fees, lapsed or been terminated costs and expenses through the Second Amendment Effective Date, including, without limitation, an amount equal to the excess of (A) the unpaid portion of the Unused Facility Fee resulting from the increase in the Per Annum Daily Margin effective as appropriateof February 27, 2003 and the implementation of the Additional Spread pursuant hereto minus (B) the amount of Unused Facility Fee actually paid thereon for such period, and (v) the Agent shall have received reimbursement in each case full of the Agent's legal and other advisory fees and expenses it has heretofore incurred in connection with the proposed acquisition preparation, negotiation, execution and delivery of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions this Amendment and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)hereby. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase of the Securities is conditional on on: (a) all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or 1976, as amended, and the rules and regulations made thereunder (the HSR Act) and all applicable waiting periods (including any extensions thereof) under that the HSR Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer Purchaser or any matter arising from or relating to such that proposed acquisitionacquisition (the HSR Condition); and (b) either: (i) following submission of a CMA Briefing Paper: (A) the CMA communicating to the Purchaser that it has no further questions in respect of the proposed acquisition of the Securities by the Purchaser; and (B) the CMA not having: (I) requested submission of a Merger Notice; or (II) given notice to either party that it is commencing a Phase 1 Investigation; or (III) indicated that the statutory review period in which the CMA has to decide whether to make a reference under Section 34ZA of the Enterprise Act 2002 (as amended) has begun; or (IV) requested documents or attendance by witness under Section 109 of the Enterprise Act 2002 (as amended), which may indicate it is considering commencing the aforementioned review period; or (ii) the CMA deciding, following a Phase 1 Investigation, that it does not intend to make a Phase 2 Reference (3.1(b), the CMA Condition and together with the HSR Condition, the Conditions). 3.2 The Buyer Subject to Clause 3.3 below, the Purchaser shall, and shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation procure that each other member of the transactions contemplated by this Agreement by any Governmental antitrust entity of Purchaser’s Group shall, use their best endeavours, respectively, to procure that the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements Conditions are satisfied as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer soon as practicable after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, agreement and the Condition is not satisfied in accordance with Clause 3.1, any event on or before June 30the date falling nine months after the date of this agreement, 2010or such other date as the Purchaser and the Seller Representatives may agree in writing (the Long Stop Date), including by making all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely filings required to be made by it in connection with the satisfaction of the Condition Conditions, in consultation with the Sellers (subject to clause 3.7), as soon as reasonably possible and practicable, taking into account any waiting periods and statutory expiration of such waiting periods, approvals, consents, clearances and decisions referenced in Clause 3.1 and shall continue notify the Seller Representatives in writing promptly and in any event within two Business Days after any of the Conditions has been fulfilled. 3.3 Notwithstanding the provisions of Clause 3.2 above, nothing in this agreement shall mean the Purchaser or any member of the Purchaser’s Group is obliged to existoffer, accept or agree to any conditions, obligations or undertakings to secure the satisfaction of the Conditions that would require the sale, divestiture, license or other disposition of any assets or businesses or, after Completion, other action in each case that would be adverse to the Purchaser Group or the Company. 3.4 Without prejudice to the generality of the provisions of Clause 3.2, the Purchaser shall file, and the Senior Managers will exercise their respective rights as shareholders and, as appropriate officers of the Company, to procure that the Company shall file: (i) as promptly as possible, and in any event within 10 Business Days after the date of this agreement, any Notification and Report Forms and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to the proposed acquisition of the Securities by the Purchaser or any matter arising from or relating to that proposed acquisition; and (ii) as promptly as possible, and in any event within 5 Business Days after the date of this agreement, the CMA Briefing Paper with the CMA. 3.5 If Until Completion, the Senior Managers shall (so far as concerns themselves), and shall use all reasonable endeavours to exercise their respective rights as shareholders and, as appropriate, officers of the Company, to procure that the Company shall (so far as concerns the Company), in each case subject to Clause 3.6: (a) cooperate with the Purchaser in connection with providing, or procuring the provision of, all information, documents or assistance reasonably required for any filing or submission made to any regulatory authority (each a Regulatory Authority) for the purpose of procuring fulfilment of any Condition; (b) respond as promptly as practicable to any request from any Regulatory Authority for information, documents or other materials in connection with any filing or submission made for the purpose of procuring fulfilment of any Condition; (c) promptly notify the Purchaser of any material written or oral communication with or from any Regulatory Authority in connection with any filing or submission made for the purpose of procuring fulfilment of any Condition (in the case of written communications, providing the Purchaser with copies thereof and in the case of oral communications, a written summary thereof) and, when reasonably practicable, provide the Purchaser with the opportunity to review and comment in advance, and take into account any of the Purchaser’s substantive comments as are reasonable in connection with any material written or oral submission proposed to be made to any Regulatory Authority in connection with any filing or submission made for the purpose of procuring fulfilment of any Condition, and, when reasonably practicable, provide the Purchaser (or, where appropriate, the Purchaser’s counsel) with the opportunity to participate in any meetings or hearings (including, for the avoidance of doubt, that take place by electronic means) in relation to any such filing or submission, in each case as permitted by the ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended) or any other applicable law; (d) permit or make available its representatives (or, where appropriate, his, her or its counsel) to attend meetings or hearings (including, for the avoidance of doubt, that take place by electronic means) and participate in substantive discussions with any Regulatory Authority for the purpose of procuring fulfilment of any Condition; and (e) promptly notify the Purchaser of any development which in his, her or its good faith opinion would be likely to frustrate, or delay the fulfilment of, the Conditions. 3.6 Without prejudice to the generality of the provisions of Clause 3.2, the Purchaser shall not, and shall procure that its affiliates shall not, enter into any transaction, or any contract or other agreement, whether oral or written, to effect any transaction (including any merger or acquisition) that could reasonably be expected to make it more difficult, or to increase the time required, to procure fulfilment of the Conditions. 3.7 Without prejudice to the generality of the provisions of Clause 3.2, the Purchaser shall, and shall procure that each other member of the Purchaser’s Group shall: (a) cooperate with the relevant Sellers and the Company in connection with providing, or procuring the provision of, all information, documents or assistance reasonably required for any filing or submission made to any Regulatory Authority for the purpose of procuring fulfilment of any Condition; (b) respond as promptly as practicable to any request from any Regulatory Authority for information, documents or other materials in connection with any filing or submission made for the purpose of procuring fulfilment of the Conditions; (c) promptly notify the Seller Representatives of any material written or oral communication with or from any Regulatory Authority in connection with any filing or submission made for the purpose of procuring fulfilment of any Condition (in the case of written communications, providing the Seller Representatives with copies thereof and in the case of oral communications, a written summary thereof) and provide the Seller Representatives with sufficient opportunity to review and comment in advance, and take into account any of the Seller Representatives’ substantive comments as are reasonable in connection with, any material written or oral submission to be made to any Regulatory Authority in connection with any filing or submission made for the purpose of procuring fulfilment of the Conditions, and, when reasonably practicable, provide the Seller Representatives (or, where appropriate, the Seller Representatives’ counsel) with the opportunity to participate in any meetings or hearings (including, for the avoidance of doubt, that take place by electronic means) in relation to any such filing or submission, in each case as permitted by the ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended) or any other applicable law; (d) unless requested to do so by the Federal Trade Commission and the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in Division of the United States Department of Justice, not “pull and refile” any filing made under the Condition is HSR Act, or otherwise enter into any agreement with any Regulatory Authority to extend the time of the regulatory review, without prior written consent of the Seller Representatives, such consent not satisfied to be unreasonably withheld, conditioned or delayed; and (e) promptly notify the Seller Representatives of any development which in accordance its good faith opinion would be likely to frustrate, or delay the fulfilment of, any Condition. 3.8 In the event that any information or document to be provided to the Purchaser or to any Regulatory Authority pursuant to the preceding sub-Clauses 3.5(a) to 3.7(e) contains (in the opinion of the relevant Seller or the Company (as applicable), acting reasonably) commercially sensitive information or business secrets of that Seller or of the Company, the parties shall make customary arrangements for the provision of such information or documents to the Purchaser’s external counsel on an external counsel-only basis, together, if requested, with Clause 3.1 redacted versions of the same that exclude any commercially sensitive information or business secrets. 3.9 If either of the Conditions becomes incapable of satisfaction on or before June 30, 2010the Long Stop Date, then the Seller may by written notice to the Buyer Purchaser or the Seller Representatives (as applicable) either the Purchaser or the Sellers may elect to terminate this Agreement (except for agreement and the provisions of Clause 3.11 shall apply. 3.10 If the Conditions have not been satisfied or waived, in accordance with Clause 3.2, by (and including) the Long Stop Date, this agreement will terminate and the provisions of Clause 3.11 shall apply. 3.11 If this agreement is terminated in accordance with Clauses 3.9 or 3.10: (a) except for this Clause 3.11, Clauses 1, 15, 16, 19, 20, 21, 22.2, 22.3, 22.4, 22.5, 22.6, 22.7, 23, 24 and 26 and the provisions of Schedule 13 (the Surviving Provisions), all the provisions of this agreement shall lapse and cease to have effect; but (b) but (for neither the avoidance lapsing of doubt) all those provisions nor their ceasing to have effect shall affect any accrued rights and or liabilities of the parties which have accrued before termination solely any party in connection with the satisfaction respect of the Condition shall continue any breach or non-performance of any obligation under this agreement falling due for performance prior to existsuch lapse and cessation.

Condition Precedent. 3.1 5.1 The sale and purchase obligations of the Securities Parties to complete the Transaction is conditional subject to the satisfaction or waiver on all applicable filings having been made the terms set forth therein of the following condition precedent (the “Condition Precedent”) prior to the Long Stop Date: (i) The Buyer obtaining written confirmation from the relevant Government Authority (as at the date hereof: the Spanish Ministry of Industry, Commerce and Tourism) that no foreign direct investment authorization is required under article 7.bis of Law 19/2003, of 4 July, on legal regime of capital movements and economic transactions outside the United States ▇▇▇▇country and on certain anti-money laundering measures (Ley 19/2003, de 4 de ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or , sobre régimen jurídico de los movimientos de capitales y de las transacciones económicas con el exterior y sobre determinadas medidas de prevención del blanqueo de capitales) (the regulations made thereunder and all applicable waiting periods under “FDI Authorization”); or (ii) If the relevant Governmental Authority confirms that Act or those regulations having expiredthe FDI Authorization is required, lapsed or been terminated as appropriatethe Buyer, in each case in connection with the proposed acquisition assistance of the Securities by Sellers, obtaining the Buyer or any matter arising from or relating to such proposed acquisitionFDI Authorization. 3.2 5.2 The Parties undertake to use all reasonable efforts so that the Condition Precedent is satisfied as soon as possible after the execution of this Agreement. The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject promptly give notice to the last sentence Seller of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existPrecedent (and in any event within 5 Business Days as from such moment) (the “Completion Notice”). 3.5 If 5.3 The Parties’ obligation to carry out the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied Closing actions in accordance with Clause 3.1 7.3 shall be effective from the date on which the Condition Precedent has been satisfied or before June 30waived by the Buyer on the terms set forth herein. 5.4 In accordance with Article 1,450 of the Civil Code, 2010this Agreement is effective (perfeccionado) by means of its execution by the Parties, then being therefore binding and enforceable upon them from the Seller may by written notice date hereof; provided, however, that the completion of the Transaction (meaning the effective transfer of the Shares to the Buyer) is postponed until the Condition Precedent is satisfied or waived and is subject to the occurrence of the Closing. Upon the satisfaction or waiver of the Condition Precedent, and the occurrence of the Closing, in each case on the terms set forth herein, the effectiveness of the purchase and sale of the Shares shall be as of the Closing Date. 5.5 In case that the Condition Precedent is not satisfied or waived at the Long Stop Date, the Buyer and the Sellers shall each have the right (but not the obligation) to terminate this Agreement (except for and the provisions transaction contemplated hereunder, provided that a Party may not give such termination notice if it is in material breach of its obligations, covenants and undertakings set out in this Agreement. If the Buyer or any Seller terminates this Agreement pursuant to this Clause, this Agreement shall then automatically terminate and be of no further force or effect and no Party shall have any claim hereunder of any nature whatsoever against the other Party without prejudice to any accrued rights they may have and the Sellers shall retain ownership of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existShares.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective on the date (the “Amendment No. 3 Effective Date”) that each of the Securities is conditional on all applicable filings having following conditions have been made under satisfied or waived by the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Lenders party hereto. 4.01 The Administrative Agent shall have received executed counterparts of 1976 or this Amendment from the regulations made thereunder Obligors, Administrative Agent, the Required Lenders, each New Lender (as defined below) and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case other Lender increasing its Revolving Commitment in connection with this Amendment. 4.02 The Administrative Agent shall have received a funds flow memorandum, in form and substance reasonably satisfactory to the proposed acquisition Lenders. 4.03 The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to each Obligor. 4.04 The Borrower shall have paid all upfront fees, compensation and expenses (including, without limitation, legal fees and expenses) of the Securities by Lenders and their counsel due and payable pursuant to the Buyer or any matter arising from or relating Amended Credit Agreement as of the Effective Date and as set forth in the funds flow memorandum delivered pursuant to such proposed acquisitionSection 4.02 above. 3.2 4.05 The Buyer Administrative Agent shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to have received: (A) sell a certificate of each Obligor, dated the Amendment No. 3 Effective Date and executed by any Responsible Officer of such Obligor, which shall: (x) certify the resolutions of its Board of Directors, members or otherwise dispose other governing body authorizing the execution, delivery and performance of specific assets or categories of assets or businesses this Amendment and the other Loan Documents to which it is a party; (y) identify by name and title and bear the signatures of the Company officers of such Obligor authorized to sign this Amendment and the other Loan Documents to which it is a party; and (z) contain appropriate attachments, including the charter, articles or any certificate of organization or incorporation of such Obligor certified by the relevant authority of the Buyer’s jurisdiction of organization of such Obligor and a true and correct copy of its bylaws or operating, management or partnership agreement, or other assets organizational or businesses then owned by the Buyergoverning documents; and (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in a good standing certificate for each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any Obligor from its jurisdiction of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)organization. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase obligation of Lender to make any Advances pursuant to Sections 2.01 or 3.22 of the Securities Agreement is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence condition precedent that the Lender shall have received all of the following, each duly executed and in form and substance satisfactory to Lender: (a) Promissory Note dated February 14, 1997 in the principal amount of $25,000,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Revolving Credit Note; (b) Promissory Note dated February 14, 1997 in the principal amount of $10,657,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Term Note; (c) Promissory Note dated February 14, 1997 in the principal amount of $3,000,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Fourth Advancing Credit Note; (d) Ratifications or amendments of existing Security Documents and/or new Security Documents as may be requested by Lender to continue or establish a Lien in favor or for the benefit of Lender in or against (i) all of Borrower's accounts, accounts receivable, equipment, machinery, fixtures, raw materials, work-in-process, inventory, chattel paper, documents, instruments and general intangibles, whether now owned or hereafter acquired, and all products and proceeds thereof, and (ii) the realty described in Schedule 3 of the Credit Agreement, the appurtenances thereto and improvements thereon; (e) Certified copies of resolutions of the Board of Directors of Borrower authorizing or ratifying the execution, delivery and performance, respectively, of those of this Clause 3.2Fourth Amendment, shall include without limitation the Buyer’s agreement Revolving Credit Note, the Fourth Advancing Second Credit Note, the Term Note and all other documents provided for in this Third Amendment to which each is a party; (Af) sell or otherwise dispose The articles of specific assets or categories incorporation of assets or businesses Borrower certified by the Secretary of State of the Company or any State of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights incorporation, and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, dated reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following near the date of this Agreement.Third Amendment; 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity (g) Certificates of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations appropriate government officials of the parties under jurisdiction of incorporation of Borrower as to its existence and good standing, dated reasonably near the date of this Agreement shall end Third Amendment; and (except for the provisions h) A favorable opinion of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue legal counsel to existBorrower. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase obligation of Lender to make any Advances pursuant to Sections 2.01 or 3.08 of the Securities Agreement is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence condition precedent that the Lender shall have received all of the following, each duly executed and in form and substance satisfactory to Lender: (a) Promissory Note dated December 20, 1994 in the principal amount of $17,000,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Revolving Credit Note; (b) Promissory Note dated December 20, 1994 in the principal amount of $1,500,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Second Advancing Credit Note; (c) Ratifications or amendments of existing Security Documents and/or new Security Documents as may be requested by Lender to continue or establish a Lien in favor or for the benefit of Lender in or against (i) all of Borrower's accounts, accounts receivable, equipment, machinery, fixtures, raw materials, work-in-process, inventory, chattel paper, documents, instruments and general intangibles, whether now owned or hereafter acquired, and all products and proceeds thereof, (ii) the realty described in Schedule 3 of the Credit Agreement, the appurtenances thereto and improvements thereon, and (iii) proceeds of the life insurance policies required to be maintained by Section 9.17 of the Credit Agreement; (d) Certified copies of resolutions of the Board of Directors of Borrower authorizing or ratifying the execution, delivery and performance, respectively, of those of this Clause 3.2First Amendment, shall include without limitation the Buyer’s agreement Revolving Credit Note, the Second Advancing Credit Note, and all other documents provided for in this First Amendment to which each is a party; (Ae) sell or otherwise dispose The articles of specific assets or categories incorporation of assets or businesses Borrower certified by the Secretary of State of the Company or any State of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights incorporation, and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, dated reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following near the date of this Agreement.First Amendment; 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity (f) Certificates of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations appropriate government officials of the parties under jurisdiction of incorporation of Borrower as to its existence and good standing, dated reasonably near the date of this Agreement shall end First Amendment; and (except for the provisions g) A favorable opinion of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue legal counsel to existBorrower. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase (a) Notwithstanding the Restated Execution Date, the obligations of the Securities is conditional on Parties to perform this Agreement, other than the Parties respective obligations under this Section 2.2 and Articles 11, 14, 15, 16, 17, 18 and 19 are conditioned upon and, unless otherwise waived in writing by both Parties, shall not become effective or binding until achievement of Financial Closing with respect to all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection Financing necessary for Gevo to proceed with the proposed acquisition construction of the Securities by the Buyer or any matter arising from or relating to such proposed acquisitionFacility. 3.2 The Buyer (b) Gevo shall takeuse commercially reasonable efforts to satisfy the condition precedent set forth in Section 2.2(a) (the “Financial Closing CP”) on or before December 31, or cause to 2024 (as may be takenextended hereunder, all actions and dothe “CP Deadline”); provided, or cause to however, that the CP Deadline may be done, all things required to obtain approval for extended upon the consummation mutual agreement of the transactions contemplated by Parties. Gevo shall provide to Kolmar any reasonably requested documentation necessary for Kolmar to verify the fulfillment of the Financial Closing CP. (c) Gevo shall provide Kolmar with updates on a [*****] basis regarding the status of the Financial Closing CP. Once the Financial Closing CP is fully achieved, Gevo shall provide Kolmar with prompt notice of its satisfaction. (d) In the event that the Financial Closing CP has not been satisfied or waived on or before the CP Deadline, then for so long as such condition shall remain unsatisfied either Party shall be permitted to terminate this Agreement by furnishing the other Party with written notice of termination in accordance with Section 19.5 specifying a date of termination of this Agreement; provided, however, that (i) the right to so terminate this Agreement shall expire if the Financial Closing CP is satisfied or waived and (ii) any Governmental antitrust entity notice of such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if the Financial Closing CP is satisfied or waived prior to the termination date specified in such notice of termination. In the event of a termination pursuant to this Section 2.2, this Agreement shall forthwith become null and void and of no further force or effect, and the Parties shall be released and discharged from any and all obligations arising or accruing hereunder (other than the obligations relating to confidentiality pursuant to Section 19.9 hereof) and shall not incur any liability to each other as a result of such termination. (e) Notwithstanding the foregoing provision in Section 2.2(d), if the Financial Closing CP has not been satisfied or waived on or before the CP Deadline for a reason other than the terms of this Agreement, then for one (1) year subsequent to the termination pursuant to Section 2.2(d) should Gevo satisfy the Financial Closing CP or enter into a contract for the acquisition of title to the Facility or the lease of the United States (the “Antitrust Approval”)Facility, which, subject to the last sentence of this Clause 3.2, Agreement shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights be revived and obligations (to the extent permissible under all the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to herein shall be in effect as if the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”)termination had not occurred. Notwithstanding the foregoing, nothing if the Financial Closing CP has not been satisfied or waived on or before the CP Deadline based on the terms of this Agreement, Kolmar shall have the right to provide written notice (the “Financial Close Negotiation Notice”) to Gevo within thirty (30) Days of the CP Deadline that it desires to negotiate the terms of this Agreement with Gevo to ensure financial closing. Upon receipt of a timely provided Financial Close Negotiation Notice, any termination notice provided pursuant to Section 2.2(d) shall be abated and the Parties shall, in this Clause 3.2 shall requiregood faith, or be deemed to require, the Buyer confer and negotiate for ninety (90) Days to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after changes that could make the transaction (a “Materially Adverse Divestment”). 3.3 Each of financeable. If the parties shall submit Parties are unable to come to such an agreement during such time period, any necessary filings required termination provided pursuant to Section 2.2(d) shall be revived and this Clause 3 within ten Business Days following the date Agreement shall forthwith become null and void and of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestmentno further force or effect, and the Condition is Parties shall be released and discharged from any and all obligations arising or accruing hereunder (other than the obligations relating to confidentiality pursuant to Section 19.9 hereof) and shall not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations incur any liability to each other as a result of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existsuch termination. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective upon completion or satisfaction of the Securities is conditional on all applicable filings having been following in the Lender’s determination: (i) The execution and delivery of this Amendment by the Borrowers and the Lender. (ii) The execution and delivery of the Temporary Increase Daily Adjusting LIBOR Revolving Line Note substantially in the form attached hereto as Exhibit A. (iii) All Advances made in connection with the temporary increase in the Line of Credit Limit under the United States First Amendment have been paid in full. (iv) The execution and delivery of that certain letter agreement dated as of November 29, 2012 with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (v) The Borrowers shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan, including, without limitation, during the Temporary Funding Period. (vi) The Borrowers shall have delivered to the Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the Secretary of each Borrower dated as of the date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Borrowers executing this Amendment, the Temporary Increase Promissory Daily Adjusting LIBOR Revolving Line Note or otherwise acting on behalf of each Borrower hereunder and the resolutions authorizing the transactions contemplated by this Amendment; and (C) a legal opinion of N▇▇▇▇-▇▇▇▇▇-▇ P▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or LLP, as counsel to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated Borrowers dated as appropriate, in each case in connection with the proposed acquisition of the Securities by date hereof, addressed to and in form and substance reasonably satisfactory to the Buyer or any matter arising from or relating to such proposed acquisitionLender and its counsel. 3.2 (vii) The Buyer Borrowers shall take, or cause to be taken, all actions have paid the Lender’s reasonable attorneys’ fees and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject expenses related to the last sentence preparation, negotiation and closing of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Amendment. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase This Agreement shall be effective upon satisfaction of the Securities is conditional on all applicable filings having been made under following conditions precedent: (a) Receipt by the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Administrative Agent of 1976 or counterparts of this Agreement duly executed by the regulations made thereunder Borrower, the Guarantors, the Required Lenders, the Lenders extending their Commitments, the Swingline Lender and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriatethe L/C Issuer; (b) Receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent: (i) a certificate from a Responsible Officer of each case Loan Party certifying that there have been no changes to the Organization Documents of such Loan Party since the Closing Date; and (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement, the proposed acquisition Credit Agreement and the other Loan Documents to which such Person is a party; (c) Upon the reasonable request of any Lender made at least five (5) days prior to the Securities by Second Amendment Effective Date, the Buyer or any matter arising from or relating Borrower shall have provided to such proposed acquisition. 3.2 The Buyer Lender, and such Lender shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to requirereasonably satisfied with, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any documentation and other action if doing information so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the satisfaction of the Condition shall continue to exist. 3.5 PATRIOT Act; (d) If the Antitrust Approval (not requiring Borrower qualifies as a Materially Adverse Divestment) has not been granted by “legal entity customer” under the relevant Governmental antitrust entity Beneficial Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice relation to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.Borrower;

Condition Precedent. 3.1 The sale assignment and purchase transmission of the Securities is conditional Beneficiary Rights and Obligations provided on all applicable filings having been made clause First of this Agreement shall be effective on the date that the following condition precedents are fully fulfilled (the “Closing”) on the understating that such condition precedents shall be fulfilled no later than September 30, 2015, on the understanding that if by such date any condition precedent was still pending to be fulfilled, this Agreement shall be consider as if it was never executed: a) The Beneficiaries shall have received in the totality and under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or terms agreed on this Agreement (i) the regulations made thereunder Purchase Price, and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with (ii) the proposed acquisition Land Trust Cost. b) The Concurso Process End Date shall have occurred c) The representations and warranties of the Securities Beneficiaries under this Agreement shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date, on the understanding that this condition shall be deemed as fulfilled if LandCo receives from the Beneficiaries a written notice executed by their corresponding representatives, substantially in the Buyer form of Exhibit “M” of this Agreement; d) Each of the Beneficiaries shall have delivered to LandCo the 100% of the ownership of the Beneficiary Rights and Obligations, free of any Encumbrances, provided that this condition shall be deemed as fulfilled whenever LandCo receives the notice and certifications agreed on clause 2.2 of this Agreement; e) Each of the Beneficiaries shall have delivered to LandCo, substantially in the form of the document attached hereto as E xhibit “M”, a certification dated on the Closing Date and executed by its authorized legal representatives, for the effects of clauses 6(c) and 6(d) of this Agreement, certifying that, up to their best knowledge, there is no effective or any matter arising from applicable law or relating to such proposed acquisition. 3.2 The Buyer shall takeany order by a court of competent jurisdiction restraining, enjoining or cause to be taken, all actions and do, otherwise prohibiting or cause to be done, all things required to obtain approval for making illegal the consummation of any of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”).LandCo Sale Agreement; 3.3 Each f) The representations and warranties of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties LandCo under this Agreement shall end (except for the provisions be true and correct in all material respects on and as of the Surviving Provisions) but (for Closing Date, as though made on and as of such date, on the avoidance of doubt) all rights and liabilities of understanding that this condition shall be deemed as fulfilled if the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring Beneficiaries receive from LandCo a Materially Adverse Divestment) has not been granted written notice executed by the relevant Governmental antitrust entity its representative, substantially in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate form of Exhibit “N” of this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.Agreement;

Condition Precedent. 3.1 The sale and purchase obligation of Lender to make any Advances pursuant to Sections 2.01 or 3.15 of the Securities Agreement is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence condition precedent that the Lender shall have received all of the following, each duly executed and in form and substance satisfactory to Lender: (a) Promissory Note dated October 1, 1995 in the principal amount of $20,000,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Revolving Credit Note; (b) Promissory Note dated October 1, 1995 in the principal amount of $11,622,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Term Note; (c) Promissory Note dated December 13, 1995 in the principal amount of $2,000,000.00 executed by Borrower to the order of Lender, after execution and delivery being the Third Advancing Credit Note; (d) Ratifications or amendments of existing Security Documents and/or new Security Documents as may be requested by Lender to continue or establish a Lien in favor or for the benefit of Lender in or against (i) all of Borrower's accounts, accounts receivable, equipment, machinery, fixtures, raw materials, work-in-process, inventory, chattel paper, documents, instruments and general intangibles, whether now owned or hereafter acquired, and all products and proceeds thereof, and (ii) the realty described in Schedule 3 of the Credit Agreement, the appurtenances thereto and improvements thereon; (e) Certified copies of resolutions of the Board of Directors of Borrower authorizing or ratifying the execution, delivery and performance, respectively, of those of this Clause 3.2First Amendment, shall include without limitation the Buyer’s agreement Revolving Credit Note, the Third Advancing Credit Note, the Term Note and all other documents provided for in this Second Amendment to which each is a party; (Af) sell or otherwise dispose The articles of specific assets or categories incorporation of assets or businesses Borrower certified by the Secretary of State of the Company or any State of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights incorporation, and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, dated reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following near the date of this Agreement.Second Amendment; 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity (g) Certificates of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations appropriate government officials of the parties under jurisdiction of incorporation of Borrower as to its existence and good standing, dated reasonably near the date of this Agreement shall end Second Amendment; and (except for the provisions h) A favorable opinion of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue legal counsel to existBorrower. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase In the event that subsequent to the execution of this Agreement, Seller obtains knowledge of, or Buyer’s inspection of the Securities is conditional on all applicable filings having been made under Property reveals, either (A) the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act presence of 1976 any Hazardous Materials or the regulations made thereunder and all violation or potential violation of any Environmental Law or (B) any structural or other defect in the Improvements, whether or not in violation of any applicable waiting periods under that Act law, ordinance, code, regulation or those regulations decree of any governmental authority having expiredjurisdiction over the Property (collectively, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the a “Antitrust ApprovalDefective Condition”), whichwhich Seller, subject in its sole judgment, determines could constitute a potential liability to Seller after the Closing or should be remedied prior to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses sale of the Company Property, Seller shall on or any before the Closing Date, have the right to extend the Closing Date for the period of the Buyertime necessary to complete such remediation at Seller’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights sole cost and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”)expense. Notwithstanding the foregoing, nothing within five (5) business days following receipt of written notice from Seller hereunder, Buyer shall have the right to terminate this Agreement upon written notice to Seller, in this Clause 3.2 which event the Deposit shall requirebe refunded to Buyer and Seller shall reimburse Buyer for its actual out of pocket costs incurred, or be deemed not to require, exceed the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business aggregate sum of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment$50,000, and the Condition is not satisfied in accordance with Clause 3.1, on neither party shall have any further right or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end obligation hereunder (except for the provisions indemnity obligations of Buyer to Seller as set forth in this Agreement, which shall survive the cancellation of this Agreement). Buyer understands that Seller may elect in its sole discretion to obtain its own new or updated environmental assessments at Seller’s cost in furtherance of its rights under this Section 11.5. The terms of this Section 11.5 are solely for the benefit of Seller. Buyer shall have no additional right or remedy hereunder as a result of the Surviving Provisions) but (for the avoidance exercise by Seller of doubt) all its rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existunder this Section 11.5. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 (a) Lender shall not be obligated to make any Advance, or to perform any other action hereunder, until, all in form and substance satisfactory to Lender and its counsel: (i) the Loan Documents have been executed and delivered by the Borrower on or before the Closing Date, including for purposes of clarity appropriate UCC-1 financing statements and UCC-3 amendments to financing statements; (ii) the Senior Lender Assignment Agreement has been executed and delivered by the appropriate parties and the documents contemplated thereby as conditions precedent have been satisfied; (iii) Lender has received UCC, judgment, and tax lien search results with respect to Borrower from each Borrower’s jurisdiction of formation; and (iv) Subordination Agreements have been executed and delivered by each CRI Noteholder. (b) The sale and purchase obligations of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case Lender hereunder in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, Closing are subject to the last sentence of this Clause 3.2, shall include without limitation following conditions being met: (i) The accuracy in all material respects when made and on the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses Closing Date of the Company or any representations and warranties of the Buyer’s other assets Borrower contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Borrower required to be performed at or businesses then owned prior to the Closing Date shall have been performed; (iii) the delivery by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any Borrower of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing items set forth in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date Section 2.(a) of this Agreement.; and 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially (iv) there shall have been no Material Adverse Divestment, and the Condition is not satisfied in accordance Effect with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice respect to the Buyer terminate this Agreement (except for Borrower since the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existdate hereof.

Condition Precedent. 3.1 The sale and purchase (a) Notwithstanding the Execution Date, the obligations of the Securities is conditional on Parties to perform this Agreement, other than the Parties respective obligations under this Section 2.2 and Articles 11, 14, 15, 16, 17, 18 and 19 are conditioned upon and, unless otherwise waived in writing by both Parties, shall not become effective or binding until achievement of Financial Closing with respect to all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection Financing necessary for Gevo to proceed with the proposed acquisition construction of the Securities by the Buyer or any matter arising from or relating to such proposed acquisitionFacility. 3.2 The Buyer (b) Gevo shall takeuse commercially reasonable efforts to satisfy the condition precedent set forth in Section 2.2(a) (the “Financial Closing CP”) on or before December 31, or cause to 2023 (as may be takenextended hereunder, all actions and dothe “CP Deadline”); provided, or cause to however, that the CP Deadline may be done, all things required to obtain approval for extended upon the consummation mutual agreement of the transactions contemplated by Parties. Gevo shall provide to Kolmar any reasonably requested documentation necessary for Kolmar to verify the fulfillment of the Financial Closing CP. (c) Gevo shall provide Kolmar with updates on a [*****] basis regarding the status of the Financial Closing CP. Once the Financial Closing CP is fully achieved, Gevo shall provide Kolmar with prompt notice of its satisfaction. (d) In the event that the Financial Closing CP has not been satisfied or waived on or before the CP Deadline, then for so long as such condition shall remain unsatisfied either Party shall be permitted to terminate this Agreement by furnishing the other Party with written notice of termination in accordance with ‎Section 19.5 specifying a date of termination of this Agreement; provided, however, that (i) the right to so terminate this Agreement shall expire if the Financial Closing CP is satisfied or waived and (ii) any Governmental antitrust entity notice of such termination previously issued shall be automatically deemed withdrawn and of no force or effect, if the Financial Closing CP is satisfied or waived prior to the termination date specified in such notice of termination. In the event of a termination pursuant to this Section 2.2, this Agreement shall forthwith become null and void and of no further force or effect, and the Parties shall be released and discharged from any and all obligations arising or accruing hereunder (other than the obligations relating to confidentiality pursuant to Section 19.9 hereof) and shall not incur any liability to each other as a result of such termination. (e) Notwithstanding the foregoing provision in Section 2.2(d), if the Financial Closing CP has not been satisfied or waived on or before the CP Deadline for a reason other than the terms of this Agreement, then for one (1) year subsequent to the termination pursuant to Section 2.2(d) should Gevo satisfy the Financial Closing CP or enter into a contract for the acquisition of title to the Facility or the lease of the United States (the “Antitrust Approval”)Facility, which, subject to the last sentence of this Clause 3.2, Agreement shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights be revived and obligations (to the extent permissible under all the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to herein shall be in effect as if the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”)termination had not occurred. Notwithstanding the foregoing, nothing if the Financial Closing CP has not been satisfied or waived on or before the CP Deadline based on the terms of this Agreement, Kolmar shall have the right to provide written notice (the “Financial Close Negotiation Notice”) to Gevo within thirty (30) Days of the CP Deadline that it desires to negotiate the terms of this Agreement with Gevo to ensure financial closing. Upon receipt of a timely provided Financial Close Negotiation Notice, any termination notice provided pursuant to Section 2.2(d) shall be abated and the Parties shall, in this Clause 3.2 shall requiregood faith, or be deemed to require, the Buyer confer and negotiate for ninety (90) Days to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after changes that could make the transaction (a “Materially Adverse Divestment”). 3.3 Each of financeable. If the parties shall submit Parties are unable to come to such an agreement during such time period, any necessary filings required termination provided pursuant to Section 2.2(d) shall be revived and this Clause 3 within ten Business Days following the date Agreement shall forthwith become null and void and of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestmentno further force or effect, and the Condition is Parties shall be released and discharged from any and all obligations arising or accruing hereunder (other than the obligations relating to confidentiality pursuant to Section 19.9 hereof) and shall not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations incur any liability to each other as a result of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existsuch termination. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase effectiveness of this Amendment is expressly conditioned upon receipt by Agent of the Securities following: (a) copies of the Governing Documents of Avanex, as amended, modified, or supplemented as of the date of delivery; (b) a certificate of status with respect to Avanex, dated within 10 days of the date of delivery, such certificate to be issued by the appropriate officer of Avanex’s jurisdiction of organization, which certificate shall indicate that Avanex is conditional on in good standing in such jurisdiction; (c) a certificate of status with respect to Avanex, dated within 30 days of the date of delivery, such certificates to be issued by the appropriate officer of the jurisdictions (other than Avanex’s jurisdiction of organization) in which the failure of Avanex to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Avanex is in good standing in such jurisdictions; (d) all applicable filings having been made under necessary documentation to ensure Agent shall have, for the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act ratable benefit of 1976 or the regulations made thereunder Lenders, a perfected first priority Lien over all the assets of Avanex, which are Collateral, subject only to Permitted Liens; (e) updated schedules to the Loan Documents, as applicable; (f) a fully executed copy of the deed of confirmation entered into by Bookham Technology PLC, Bookham Nominees Limited and all applicable waiting periods under that Act or those regulations having expiredBookham, lapsed or been terminated as appropriateInc., in each case in connection with the proposed acquisition favor of the Securities by Agent in relation to the Buyer or any matter arising English security granted pursuant to the Security Agreement together with board minutes from or relating each such company in form and substance satisfactory to such proposed acquisition.the Agent; 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation (g) a fully executed copy of this Amendment; (h) a fully executed copy of the transactions contemplated by this Agreement by any Governmental antitrust entity Reaffirmation of Guaranty attached hereto; (i) a fully executed copy of the United States Joinder Agreement, executed by Avanex Corporation (the “Antitrust ApprovalAvanex”), whichBorrowers, subject Parent, Agent and Lenders, whereby Avanex agrees to become a party to and be bound by the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses terms of the Company or any Loan Documents; (j) a fully executed copy of the Buyer’s other assets or businesses then owned Ratification Agreement executed by Parent, Agent and Lenders, whereby Oclaro restates, ratifies and reaffirms the Buyer; representations and warranties (B) terminate any existing contractual rights and obligations (except to the extent permissible that such representations and warranties related to an earlier date) set forth in the Agreement, that certain General Continuing Guaranty, dated as of August 2, 2006, by Bookham Inc., and the other Loan Documents, which documents are, and shall continue to be, in full force and effect, and that all obligations of Bookham, Inc. as “Parent” under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 Loan Documents shall require, or be deemed to requirerefer to all present and future obligations of Oclaro; (k) a fully executed copy of Supplement Number One to Security Agreement executed by Avanex, Grantors and Agent, whereby Avanex agrees to be a Grantor under the Buyer Agreement and agrees to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in be bound by the aggregate, reasonably be expected to have a material and adverse effect on the business terms of the Company or Security Agreement; and (l) the Buyer after General Continuing Guaranty executed by Avanex in favor of Agent, for the transaction (a “Materially Adverse Divestment”). 3.3 Each ratable benefit of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity Lenders, guaranteeing all of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations Obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existBorrowers. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 2.1 The sale obligations of Rocket to adopt the Capital Increase Resolution (as set forth in Section 3.2) and purchase to amend and restate the Articles (as set forth in Section 3.4) as well as the obligations of Rocket to effect the Rocket Contribution Payment Assets and of SMART to effect the SMART Contribution Payment Assets as well as the obligations of the Securities is conditional on Parties under Section 17 (Exclusivity) are all applicable filings having been made under subject to the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States condition precedent (the “Antitrust ApprovalCondition Precedent”)) being fulfilled that the Clearance Date (as defined in Section 4.1 below) has occurred. 2.2 The Partners may waive (and may become obliged to waive pursuant to Section 4.3) the Condition Precedent, whichat any time and in whole or in part, by mutual written agreement between the Partners. The effect of a waiver shall be limited to eliminating the need that the Condition Precedent be satisfied for the obligations of the Partners under Section 3 that are subject thereto to become unconditional and, unless otherwise agreed, shall not limit or prejudice any claims that a waiving Partner may have with respect to any circumstances relating to the last sentence of Condition Precedent not having been satisfied. 2.3 The Partners shall satisfy their obligations pursuant to Section 0 in order to achieve that the Condition Precedent is satisfied as soon as possible. 2.4 In the event that the Condition Precedent is not satisfied or waived in accordance with this Clause 3.2, shall include without limitation Agreement at the Buyer’s agreement to latest nine months after the Signing Date (Athe “Longstop Date”) sell or otherwise dispose of specific assets or categories of assets or businesses each Partner may terminate this Agreement unless the non-satisfaction of the Company Condition Precedent was caused by a breach of such Partner’s or any of the Buyersuch Partner’s other assets or businesses then owned by the Buyer; (B) Affiliate’s obligations under this Agreement provided that any right of a Partner to terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required Agreement pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and Section 2.4 shall cease (verfallen) upon the Condition is not Precedent being satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for duly waived. For the avoidance of doubt) all rights and liabilities , the right of either Partner to seek, instead of exercising the parties which have accrued before termination solely in connection right provided for hereunder, specific performance with respect to the satisfaction of obligations to be satisfied by another Partner with respect to the Condition Precedent shall continue to existremain unaffected. 3.5 If 2.5 In case of a termination pursuant to Section 2.4 neither Rocket nor SMART shall have any obligation or liability towards the Antitrust Approval respective other Partner except that (not requiring i) any liability of any Partner for damages already due on the date of termination or for damages for a Materially Adverse Divestmentbreach of this Agreement, and (ii) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving ProvisionsSections 19 (Confidentiality and Public Announcements) but and 23 (for the avoidance of doubtMiscellaneous) all rights shall survive and liabilities of the parties which have accrued before termination solely remain in connection with the satisfaction of the Condition shall continue to existfull force and effect.

Condition Precedent. 3.1 The sale and purchase This Agreement shall become effective upon satisfaction of the Securities following conditions precedent: (a) receipt by the Administrative Agent of counterparts of this Agreement, properly executed by a Responsible Officer of each Loan Party, each Lender, the Swingline Lender, each L/C Issuer and the Administrative Agent; (b) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) copies of the Organization Documents of the Borrowers certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization or incorporation, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Fourth Amendment Effective Date (provided, that, with respect to any such Organization Documents that have not been amended, modified or terminated (other than any modification resulting solely from a change in the registered agent for such Borrower) since the date previously delivered to the Administrative Agent, such Borrower may certify that such Organization Documents have not been amended, modified or terminated (other than any modification resulting solely from a change in the registered agent for such Borrower) since such date and remain in full force and effect, and remain true and complete (other than any modification resulting solely from a change in the registered agent for such Borrower), in the form delivered to the Administrative Agent on such date); (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is conditional a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or incorporation; (c) receipt by the Administrative Agent of an opinion or opinions of counsel for the Borrowers, dated the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent; (d) receipt by the Administrative Agent of any fees owing to the Administrative Agent, the Arrangers and the Lenders that are required to be paid on all or before the Fourth Amendment Effective Date; and (i) the Administrative Agent and the Lenders shall have completed a due diligence investigation of the Loan Parties and their Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and the Lenders, including with respect to OFAC, the Foreign Corrupt Practices Act and “know your customer” due diligence, (ii) upon the request of any Lender made at least ten (10) days prior to the Fourth Amendment Effective Date, the Borrowers shall have provided to such Lender (and such Lender shall be reasonably satisfied with) the documentation and other information so requested in connection with applicable filings having been made under “know your customer” and anti-money-laundering rules and regulations, including the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriatePATRIOT Act, in each case at least five (5) days prior to the Fourth Amendment Effective Date, and (iii) at least five (5) days prior to the Fourth Amendment Effective Date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in connection relation to such Borrower. For purposes of determining compliance with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall takeconditions specified in this Section 3, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by each Lender that has signed this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to requirehave consented to, the Buyer approved or accepted or to agree be satisfied with, each document or other matter required thereunder to be consented to or effect any Divestiture, hold separate any business approved by or assets acceptable or take any other action if doing so would, individually or in satisfactory to a Lender unless the aggregate, reasonably be expected to Administrative Agent shall have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written received notice from such Lender prior to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existproposed Fourth Amendment Effective Date specifying its objection thereto.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective upon completion or satisfaction of the Securities is conditional on all applicable filings having been made under following in the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Lender’s determination: (i) The execution and delivery of 1976 or this Amendment by the regulations made thereunder Borrowers and all applicable waiting periods under the Lender. (ii) The execution and delivery of the Second Amended and Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of that Act or those regulations having expired, lapsed or been terminated certain letter agreement dated as appropriate, of the date hereof with respect to certain fees by the Borrowers and agreed to and accepted by the Lender (the “Fee Letter”). (iv) The Borrowers shall have paid to the Lender the fees in each case immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan. (v) The execution and delivery of that certain letter agreement dated as of the date hereof with respect to the Lender’s waiver of certain rights in connection with that certain Redemption Letter dated as of November 7, 2011 between Lender and Centerline Holding Company, and agreed to and accepted by the proposed acquisition Lender. (vi) The Borrowers shall have delivered to the Lender the following, all in form and substance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the Securities by Secretary of each Borrower dated as of the Buyer date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Borrowers executing this Amendment, the Second Amended and Restated Daily Adjusting LIBOR Note or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions otherwise acting on behalf of each Borrower hereunder and do, or cause to be done, all things required to obtain approval for the consummation of resolutions authorizing the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof)Amendment; and (C) amend or terminate such existing licences or other intellectual property agreements (a legal opinion of N▇▇▇▇ Peabody LLP, as counsel to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements Borrowers dated as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding date hereof, addressed to and in form and substance reasonably satisfactory to the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material Lender and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)its counsel. 3.3 Each of (vii) The Borrowers shall have paid the parties shall submit any necessary filings required pursuant Lender’s reasonable attorneys’ fees and expenses related to this Clause 3 within ten Business Days following the date preparation, negotiation and closing of this AgreementAmendment. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 12.1 The sale and purchase of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expiredParties enter into this Agreement, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval except for the consummation of the transactions contemplated by provisions in Sec. 15.1, Sec. 16.1 and this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), whichSec. 12, subject to the last sentence condition precedent that the easement (Dienstbarkeit) agreed on with the lessee LIDL Vertriebs GmbH & Co. KG has been submitted with the contents pursuant to Annex 3.2 e) in a form suitable for entry in the land register plus declaration of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses consent of the Company or any lower-ranking creditors in officially certified form and the recording notary has filed the application for registration of the Buyer’s other assets easement with the land register. 12.2 If the wording of the easement differs from the wording provided for in Annex 3.2 e), the condition precedent is also deemed to be fulfilled if the recording notary public, [his/her] partner, their representatives or businesses then owned by successors in office has/have received a confirmation of the Buyer; (B) terminate any existing contractual rights Seller according to which the condition precedent of the Purchase Agreement pursuant to Sec. 12 has been fulfilled, notwithstanding Sec. 12 of the Purchase Agreement. The Buyer is obliged to make such declaration and obligations (the Seller has a claim to the extent permissible under Buyer making such declaration, once the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (Seller has proven to the extent permissible under Buyer that the terms thereofparties to be involved in the valid registration of the easement (for instance owner, tenant, registered creditors of subordinated claims) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires the bank financing the purchase price have agreed in order writing to provide the Antitrust Approval (and, in each case, enter into agreements easement wording deviating from Annex 3.2 e) and the recording notary has filed the request for registration of the easement with the relevant Governmental antitrust entity giving effect thereto) (any land register. The Buyer shall strive to obtain the consent of his bank, to keep the foregoing actions a “Divestiture”)Seller informed on the talks with the bank and to enable the Seller to directly communicate with the bank. 12.3 The Agreement will be definitely ineffective, without requiring rescission, if the condition precedent has not been fulfilled by 31 December 2012 at the latest. 12.4 Should the condition precedent pursuant to the above Sec. Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or 12.1 not be deemed to requirefulfilled by 31 December 2012, the Buyer is entitled towards the Seller to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or damages for non-performance in the aggregateflat amount of EUR 10,000.00. In such case, reasonably be expected to have a material and adverse effect on the business of Seller shall further bear the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely notary fees in connection with this Agreement and its performance. 12.5 The Buyer can notify the satisfaction Seller and the notary of fulfillment of the Condition shall continue to existcondition precedent at any time by unilateral written notification. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale 4.1.1 Save and purchase except as expressly provided in Articles 4, 9, 10, 24, 34, 44, and 47, the respective rights and obligation of the Securities is conditional on all applicable filings having been made Parties under this Agreement shall be subject to the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, satisfaction in each case in connection with the proposed acquisition full of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by conditions precedent specified in this Agreement by any Governmental antitrust entity of the United States Clause 4.1 (the “Antitrust ApprovalConditions precedent”), which, subject 4.1.2 The concessionaire may upon providing the Performance Security to the last sentence of this Clause 3.2MPRDC in accordance with Article 9, shall include without limitation the Buyer’s agreement to at any time after 90 (Aninety) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following days from the date of this Agreement. 3.4 If Agreement or on an earlier day acceptable to the Antitrust Approval will not be granted MPRDC, by notice require the relevant Governmental antitrust entity MPRDC to satisfy any or all of the United States without requiring Condition Precedent set forth in this Clause 4.1.2 within a Materially Adverse Divestmentperiod of 30(thirty) days of the notice, or such longer period not exceeding 60 (sixty) days as may be specified therein, and the Condition is not condition precedent required to be satisfied by the MPRDC prior to the appointed date shall be deemed to have been fulfilled when the MPRDC shall have: (a) Provided to for to the Concessionaire the Right of Way to the Site in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of Clause 10.3.1; provided that the Surviving Provisionsconditions set forth in Clause 10.3.2 shall also be satisfied on or prior to the Appointed Date, (b) but (for the avoidance of doubt) all rights and liabilities procured approval of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity Railway authorities in the United States and form of a general arrangement drawing that would enable the Condition is not satisfied Concessionaire to construct road over bridges / under bridges at level crossing on the Project Highway in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice Specification and Standards and subject to the Buyer terminate terms and conditions specified in such approval; and} (c) procured all Applicable Permits relating to environmental protection and conservation of the Site] [Provided that the MPRDC may from time to time by notice extend, for up to 6(six) months, the period for procuring the approval set forth in Sub- Clause (b) and/or Sub-clause (c) above and in that event the land to be covered by over bridges or the affected sections of the Project Highway, as the case may be, shall be included in the Appendix referred to in Clause 10.3 and dealt with in accordance with the provision thereof ; and provided further that upon the procurement of such approval the Concessionaire shall be entitled to a period of 18 (eighteen) months therefrom for completion of the over bridges. 4.1.3 The Conditions Precedent required to be satisfied by the Concessionaire prior to the Appointed Date shall be deemed to have been fulfilled when the Concessionaire shall have: a) provided Performance Security to the MPRDC; b) executed and procured execution of the Escrow Agreement; c) executed and procured execution of the Substitution Agreement; d) procured all the Applicable Permits specified in Schedule-E-unconditionally or if subject to conditions then all such conditions shall have been satisfied in full and such Applicable Permits are in full force and effect; e) executed the Financing Agreements and delivered to the MPRDC 3 (three) true copies thereof, duly attested by a Director of the Concessionaire; f) delivered to the MPRDC 3 (three) true copies of the Financial Package and the Financial Model duly attested by a Director of the Concessionaire , along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the senior lenders; g) delivered to the MPRDC from [Consortium Members, their respective] confirmation, in original, of the correctness of their representations and warranties setforth in Sub clauses (k), (l) and (m) of clause 7.1 of this Agreement; and h) delivered to the MPRDC a legal opinion from the legal counsel of the Concessionaire with respect to the MPRDC of the Concessionaire to enter into this Agreement (except for and the provisions enforceability of the Surviving Provisions) but (for provision thereof: Provided that upon request in writing by the avoidance of doubt) all rights and liabilities Concessionaire, the MPRDC may, in its discretion, waive any of the parties which have accrued before termination solely Conditions Precedent set forth in connection with the satisfaction of this Clause 4.1.3. 4.1.4 Each Party shall make all reasonable endeavours to satisfy the Condition Precedent within the time stipulated and shall continue provide the other party with such reasonable cooperation as may be required to existassist that Party in satisfying the Conditions Precedent for which that Party is responsible. 4.1.5 The Parties shall notify each other in writing at least once a month on the progress made in satisfying the Conditions Precedent. Each Party shall promptly inform the other Party when any Condition precedent for which it is responsible has been satisfied.

Condition Precedent. 3.1 5.1 The Parties hereby agree that this Agreement shall be conditional upon the following:- (a) the procurement by the Vendor’s Solicitors of the approval and prior written sanction of the State Authority of Selangor (hereinafter referred to as “the State Authority”) permitting the transfer of the said Property by the Vendor to the Purchaser (hereinafter referred to as “the State Consent”); (b) the determination of the Tenancy and the Tenant fulfilling its obligation in accordance with the Tenancy Agreement by reinstating the said Property to its original condition, yielding up the said Property, removing all fixtures and fittings belonging to it and making good all damage after such removal (if any); and (c) all the matters to be duly attended to by the Vendor prior to the delivery of the vacant possession which is annexed hereto as Appendix B; within SIX (6) MONTHS from the date of this Agreement (hereinafter referred to as “the Conditional Period”) or such further period the Parties may mutually agree upon in writing (hereinafter referred to as “the Condition Precedent”). Both the Parties or the Parties’ representative shall conduct a joint inspection of the said Property upon fulfilment of the Condition Precedent to ensure that the said Property is delivered in accordance with the terms and conditions contained herein. 5.2 The Vendor shall at his own cost and expense apply for the State Consent. The Vendor and the Purchaser shall use their endeavour to comply with the terms and conditions and furnish all the documents and/or information which may be required by the State Authority in order to obtain the State Consent. Upon receipt of the State Consent, the Vendor shall forthwith deliver or cause to be delivered a certified true copy of the State Consent to the Purchaser’s Solicitors. 5.3 In the event that the State Authority accepts the simultaneous application of the State Consent and the consent to charge in favour of the Purchaser’s Financier, then the Purchaser or the Purchaser’s Financier’s Solicitors, as the case may be, shall furnish all necessary documents together with the application fees to the Vendor before the application of the State Consent is submitted to the State Authority for the simultaneous application of the State Consent and the consent to charge. For the avoidance of doubt, the Vendor is merely assisting the Purchaser in submitting the application of the consent to charge and has no obligation to ensure the accuracy of the documents required for the application of the consent to charge. 5.4 This Agreement shall be rendered unconditional on the date of receipt by the Purchaser’s Solicitors of a certified true copy of the approved State Consent or the date of receipt by the Vendor’s Solicitors of a letter from the Purchaser’s Solicitors confirming the Purchaser’s satisfaction with the condition of the said Property after the joint inspection, whichever is the later (hereinafter referred to as “the Unconditional Date”). 5.5 In the event the Condition Precedent cannot be fulfilled within the Conditional Period:- (a) the Purchaser shall be entitled to terminate this Agreement unless extended by consent of the Parties and upon such termination, the Vendor shall refund to the Purchaser the Deposit free of interest within fourteen (14) days from the date of the Vendor’s Solicitors’ receipt of a written notification from the Purchaser’s Solicitors of such termination in simultaneous exchange for the return of all documents forwarded to the Purchaser and/or the Purchaser’s Solicitors and/or the Purchaser’s Financier and/or the Purchaser’s Financier’s Solicitors by the Vendor and/or the Vendor’s Solicitors with the Vendor’s interest remaining intact and redelivery of vacant possession of the said Property (if it has already been delivered to the Purchaser) substantially in the same state and condition (fair wear and tear excepted) and further upon proof of withdrawal of any private caveat lodged by the Purchaser and/or the Purchaser’s Financier (if any) Provided Always That if the Vendor fails to refund the said monies within the said fourteen (14) days, the Purchaser shall be entitled to an interest at the rate of eight per centum (8%) per annum on the said monies or any part thereof remain outstanding calculated on a daily basis from the expiry of the fourteenth (14th) day until the actual date of payment. Thereafter, this Agreement shall become null and void and shall have no further effect and neither Party hereto shall have any claims against the other save for antecedent breach and the Vendor shall be at liberty to dispose of the said Property to such party and in such manner as the Vendor may in his sole discretion deem fit. For clarification purpose, no such interest shall be payable by the Vendor to the Purchaser until and unless all the aforesaid documents and/or vacant possession of the said Property have been deposited with and/or redelivered to the Vendor simultaneously with the refund of the said monies by the Vendor to the Purchaser; or alternatively (b) the Parties may negotiate, discuss and/or render all necessary co-operation and assistance to the other for the purpose of completion of the sale and purchase of the Securities is conditional on all applicable filings having been made under said Property in an alternative lawful manner as the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisitionParties may mutually agree. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The 2.1 Notwithstanding any term or condition in this Agreement, the sale and purchase by the City to the Buyer of the Securities Sale Land is expressly subject to and conditional on all applicable filings having been made under upon the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Buyer conducting such independent soil and geotechnical tests as may be required to prove to the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition satisfaction of the Securities by Buyer that the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval Sale Land is in a state satisfactory for the consummation Buyer’s proposed development of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States Sale Land (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “DivestitureSoils Condition”). Notwithstanding The Soils Condition is to be fulfilled or waived on or before the foregoing1st day of June, nothing in this Clause 3.2 shall require2022, or be deemed to require, such other date as the City and the Buyer to may agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in writing (the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentSoils Condition Date”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 2.2 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Soils Condition is not satisfied in accordance with Clause 3.1, fulfilled or waived on or before June 30the Soils Condition Date, 2010then: (a) this Agreement shall be deemed to have been mutually terminated by the City and the Buyer; (b) the Deposit and the Performance Fees shall be returned to the Buyer, less any and all earned interest on the Deposit or the Performance Fees, which shall be to the benefit of the City and less any amounts of the Deposit or the Performance Fees needed by the City to restore the Sale Land; (c) upon return of the Deposit and the Performance Fees (or any portion thereof) to the Buyer, all rights and obligations of the parties under City and the Buyer pursuant to this Agreement shall be at an end except as otherwise stated in this Agreement; (except d) the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may have registered or caused to be registered against the title to the Sale Land; and (e) the Buyer shall not have any further obligation or liability to the City and the City shall have no further rights as against the Buyer, including any claim to damages, save for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights sections 2.2(d), 2.6 and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist8.1. 3.5 2.3 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Soils Condition is not satisfied in accordance with Clause 3.1 fulfilled or waived on or before June 30the Soils Condition Date, 2010but the Buyer fails to complete the purchase of the Sale Land in the manner and on the date as provided for in this Agreement, then otherwise than as a result of the Seller City’s default, then: (a) the Deposit and the Performance Fees and all earned interest on the Deposit and the Performance Fees shall be immediately forfeited to the City as liquidated damages and not as a penalty; DRAFT (b) the interest of the Buyer in the Sale Land as created by this Agreement shall terminate without any legal proceedings being taken or other act being performed by the City; (c) the Buyer shall promptly discharge any caveat, encumbrance, lien, charge or other instrument which the Buyer may by written notice have registered or caused to be registered against the title to the Sale Land; and (d) the Sale Land shall revert to and revest in the City and the City shall not have any further obligation or liability to the Buyer terminate this Agreement with respect to the Sale Land. 2.4 All costs incurred by the Buyer with respect to the conduct and fulfilment of the Soils Condition shall be solely at the Buyer’s expense. 2.5 The Soils Condition is for the sole benefit of the Buyer and may only be waived by the Buyer in writing. 2.6 The Buyer shall promptly provide copies to the City of all soils and geotechnical tests and reports that the Buyer commissions or obtains with respect to the Sale Land (except for those obtained from the provisions City), and shall give the City prompt notice of any subsurface irregularities or defects with regard to the Surviving Provisions) but (for Sale Land that the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existBuyer becomes aware of.

Condition Precedent. 3.1 The sale and purchase amendments contained herein shall only be effective upon the satisfaction of each of the Securities following conditions precedent in a manner satisfactory to Administrative Agent: (a) receipt by Administrative Agent of counterparts of this Amendment No. 4, duly authorized, executed and delivered by the parties hereto (including all Lenders required for the amendments provided for herein); (b) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of the Fee Letters, duly authorized, executed and delivered by Borrowers; (c) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of replacement Revolving Notes requested by Lenders; (d) receipt by Administrative Agent and Lenders of all fees and expenses owed in connection with this Amendment No. 4; (e) on the date of this Amendment No. 4, and after giving effect thereto, Excess Availability shall be no less than $200,000,000; (f) Administrative Agent shall have received and reviewed lien and judgment search results for the jurisdiction of organization or incorporation of each Borrower and each Guarantor and for the jurisdiction of the chief executive office of each Borrower and each Guarantor, which search results shall be in form and substance reasonably satisfactory to Administrative Agent; (g) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of updated schedules to the Loan Agreement; (h) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of an updated Information Certificate of Borrowers and Guarantors, duly authorized, executed and delivered by Borrowers and Guarantors; (i) receipt by Administrative Agent, in form and substance satisfactory to Administrative Agent, of a certificate of the Secretary or Assistant Secretary of each Borrower and Guarantor dated as of the date hereof with respect to (i) resolutions of the boards of directors or other appropriate governing body of such Borrower or Guarantor; (ii) a list of qualified and acting officers, duly authorized for executing the documents contemplated by this Amendment No. 4 on behalf of such Borrower or Guarantor; (iii) the organizational documents of such Borrower or Guarantor certified as of a recent date by the Secretary of State of its state of organization; and (iv) true and correct copies of the by-laws, operating agreement or partnership agreement (as applicable) of such Borrower or Guarantor; (j) receipt by Administrative Agent of a certified certificate of formation and good standing certificates (or its equivalent) from the Secretary of State (or comparable official) from each jurisdiction where each Borrower and Guarantor is conditional on organized and, as to good standing certificates, from each other jurisdiction where each Borrower and Guarantor is qualified to do business; (k) receipt by Administrative Agent of legal opinions, in form and substance satisfactory to Administrative Agent, of Parent counsel, dated the date hereof and addressed to Administrative Agent and Lenders; (l) no Material Adverse Effect shall have occurred and no material pending or threatened, litigation, proceeding, injunction, order or claims with respect to any Borrower or any Guarantor shall exist; (m) Administrative Agent shall have received all financial information, projections, budgets, business plans, statements of cash flow and such other information as Administrative Agent has reasonably requested; (n) receipt by Lenders, not less than five business days prior to the date of this Amendment No. 4, of the documentation and other information that is required by regulatory authorities under applicable filings having been made under “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriatePatriot Act, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating that has been requested at least ten business days prior to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement.Amendment No. 4, the results of which are satisfactory to Lenders; 3.4 If the Antitrust Approval will not (o) receipt by Administrative Agent of internal Flood Disaster Prevention Act approval; (p) receipt by Administrative Agent of a true and correct copy of any consent, waiver or approval (if any) to or of this Amendment No. 4, which any Borrower is required to obtain from any other Person; and (q) no Default or Event of Default shall exist or have occurred and be granted by the relevant Governmental antitrust entity continuing as of the United States without requiring a Materially Adverse Divestmentdate of this Amendment No. 4, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existwould result after giving effect thereto. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) that each of the Securities following conditions have been satisfied or waived by the Lenders party hereto. 4.01 The Administrative Agent shall have received executed counterparts of this Amendment from the Obligors, Administrative Agent, the Required Lenders, each New Lender (as defined below) and other Lender increasing its Revolving Commitment in connection with this Amendment. 4.02 The Administrative Agent shall have received a funds flow memorandum, in form and substance reasonably satisfactory to the Lenders. 4.03 The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to each Obligor. 4.04 The Administrative Agent shall have received evidence reasonably satisfactory to it that the Secured Convertible Notes due 2025 and Secured Notes due 2025 have been redeemed, repaid or converted in full and all related Liens have been released. 4.05 The Borrower shall have paid all upfront fees, compensation and expenses (including, without limitation, legal fees and expenses) of the Lenders and their counsel due and payable pursuant to the Amended Credit Agreement as of the Effective Date and as set forth in the funds flow memorandum delivered pursuant to Section 4.02 above. 4.06 The Administrative Agent shall have received: (A) a certificate of each Obligor, dated the Amendment No. 1 Effective Date and executed by its Secretary or Assistant Secretary, which shall: (x) certify the resolutions of its Board of Directors, members or other governing body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is conditional on all applicable filings having been made under a party; (y) identify by name and title and bear the United States signatures of the officers of such Obligor authorized to sign this Amendment and the other Loan Documents to which it is a party; and (z) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of such Obligor certified by the relevant authority of the jurisdiction of organization of such Obligor and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents; and (B) a good standing certificate for each Obligor from its jurisdiction of organization. 4.07 The Administrative Agent, Issuing Banks and Lenders shall have received a customary legal opinion from ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expiredNorth ▇▇▇▇▇▇ & ▇▇▇▇▇, lapsed or been terminated as appropriatePC LLO, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions form and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject substance reasonably satisfactory to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Administrative Agent. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale This Amendment shall become effective on the date (the "Amendment Effective Date") on which the following conditions precedent shall have been satisfied: (a) receipt by the Administrative Agent of this Amendment, executed and purchase delivered by duly authorized officers of the Securities is conditional on Required Lenders and the Borrowers and acknowledged by each of the Guarantors; (b) receipt by the Administrative Agent of the First Amendment to the Security Agreement, executed and delivered by duly authorized officers of the Borrowers, substantially in the form of Exhibit A attached hereto; (c) receipt by the Administrative Agent of an Officer's Certificate from each Borrower, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Borrower, stating that after giving effect to this Amendment, (i) all applicable filings having the representations and warranties contained in the Credit Agreement and the other Loan Documents will be true and correct, (ii) no Default or Event of Default will have occurred and be continuing, (iii) there has been made under no change to the United States certificate of incorporation and by-laws of such Borrower as of the Closing Date, (iv) there has been no change to such Borrower's state of organization from its state of organization as of the Closing Date, and (v) such Borrower has not created any Subsidiaries from and after the Closing Date without notifying the Administrative Agent, all of which statements shall be true and correct as of the Amendment Effective Date; (d) receipt by the Administrative Agent of an executed legal opinion of Faust, Rabbach & Oppenheim, LLP, counsel to the Borrowers, in form a▇▇ ▇▇bstance sati▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act to the Administrative Agent; (e) receipt by the Administrative Agent of 1976 a side letter regarding the sale or other disposition of certain non-core assets of the regulations made thereunder Borrowers, duly executed and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriatedelivered by the Borrowers to the Lenders, in each case in connection with form and substance satisfactory to the proposed acquisition Administrative Agent; (f) receipt by the Administrative Agent of the Securities Amendment Fee; and (g) receipt by the Buyer or Administrative Agent of any matter arising from or other documents relating to such proposed acquisition. 3.2 The Buyer hereto that shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned reasonably requested by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Administrative Agent. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase effectiveness of this Amendment is subject to satisfaction of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act following conditions: 2.1 The receipt by Agent of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence executed originals of this Clause 3.2Amendment signed by Agent, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (andeach Borrower, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse DivestmentGuarantor, and the Condition Required Lenders; 2.2 The receipt by Agent of documentation satisfactory to the Agent to establish the due organization, valid existence and (if applicable) good standing of each Loan Party; its authority to execute, deliver and perform the Amendment and the identity, authority and capacity of each Person authorized to act on its behalf, which may, without limitation, include certified copies of articles or certificates of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing, existence and/or qualification to engage in business, corporate resolutions, incumbency certificates, and the like; 2.3 No Default has occurred and is not satisfied continuing or will exist after giving effect to the Incremental Increase; 2.4 All representations and warranties in the Loan Agreement are true and correct in all material respects; and 2.5 The Company and its Subsidiaries are in compliance (on a Pro Forma Basis reasonably acceptable to the Agent) with the financial covenants in Section 11.1 of the Loan Agreement after giving effect to the Incremental Increase. 3. Reaffirmation; Release. By signing this Amendment or the attached Acknowledgment: 3.1 Each Loan Party affirms that the representations and warranties in each of the existing Loan Documents are true and correct in all material respects as of the date hereof (except that such representations and warranties that speak as of a specified date or period of time shall be true and correct in all material respects only as of such date or period of time), and agree that (i) except as amended previously or in connection herewith, each Loan Document is valid and enforceable in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or limiting creditors’ rights generally or by equitable principles) and (ii) such Loan Party has no claims, defenses, setoffs, counterclaims or claims for recoupment against Agent, the provisions of Lenders, the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.other

Condition Precedent. 3.1 The sale amendments and purchase supplements to the Credit Agreement contained in herein shall be effective upon, and shall be subject to, the following conditions precedent: (a) the Borrower shall have paid to the Agent, for each Lender, the fees required to be paid pursuant to Section 2.4 hereof; (b) the Borrower shall have delivered to the Agent a current certificate of compliance in respect of its jurisdiction of incorporation, certified copies of its constating documents, by-laws and the resolutions authorizing this Agreement and the transactions hereunder (or a certification there have been no changes to such documents since May 29, 2008) and an Officer’s Certificate as to the incumbency of the Securities is conditional on all applicable filings having been made under officers thereof signing this agreement; (c) the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or Agent and the regulations made thereunder Lenders shall have received legal opinions from counsel to the Borrower respecting this Agreement and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated hereby in form and substance as may be required by this Agreement by any Governmental antitrust entity the Agent, acting reasonably; (d) no Default or Event of Default shall have occurred and be continuing and the representations and warranties contained in Section 8.1 of the United States (Credit Agreement shall be true and correct in all material respects and the “Antitrust Approval”), which, subject Borrower shall have delivered to the last sentence of this Clause 3.2Agent an Officer’s Certificate confirming the same; and (e) no consents, shall include without limitation approvals or authorizations are required for the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or increase in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end Credit Facility (except for those that have been unconditionally obtained and are in full force and effect, unamended). The foregoing conditions precedent are inserted for the provisions sole benefit of the Surviving Provisions) but (for Lenders and the avoidance of doubt) all rights Agent and liabilities of the parties which have accrued before termination solely may be waived in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted writing by the relevant Governmental antitrust entity Lenders, in the United States whole or in part (with or without terms and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existconditions).

Condition Precedent. 3.1 The sale Pursuant to that certain Lease Agreement dated as of July 20, 2009 (the “Existing Lease”), between Landlord, and purchase of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired▇▇▇▇▇▇▇▇▇▇, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States an individual (the “Antitrust ApprovalExisting Tenant”), which, subject Landlord is currently leasing to the last sentence Existing Tenant and the Existing Tenant is currently leasing from Landlord the Cafeteria Space. Landlord and the Existing Tenant are currently in the process of this Clause 3.2negotiating an early termination agreement (herein, shall include without limitation the Buyer’s agreement to (A“Early Termination Agreement”) sell or otherwise dispose of specific assets or categories of assets or businesses of whereby the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (Existing Lease with respect to the extent permissible under entire Cafeteria Space shall be terminated on December 7, 2011 (herein, the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “DivestitureEarly Termination Date”). Notwithstanding In addition, Tenant and the foregoingExisting Tenant are currently negotiating a separate written agreement (the “Café Agreement”) whereby, nothing in this Clause 3.2 shall require, or be deemed to requireamong other things, the Buyer Existing Tenant will assign and transfer to agree Tenant all of the Existing Tenant’s rights, title and interest in and to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or the Transferred Existing FF&E (as defined below). Notwithstanding anything to the contrary contained in the aggregateLease (as amended hereby), reasonably it shall be expected a condition precedent to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date effectiveness of this Agreement. 3.4 If Second Amendment (other than the Antitrust Approval will not be granted by the relevant Governmental antitrust entity provisions of the United States without requiring a Materially Adverse Divestmentthis Section 2 and Sections 12, 13 and the Condition is not satisfied in accordance with Clause 3.114 below) that, on or before June 30the day immediately prior to the Early Termination Date, 2010(i) Landlord and the Existing Tenant mutually execute and deliver the Early Termination Agreement, all rights and obligations of (ii) Tenant and the parties under Existing Tenant mutually execute and deliver the Café Agreement. If such condition is not timely satisfied, this Agreement shall end Second Amendment (except for other than the provisions of the Surviving Provisionsthis Section 2 and Sections 12, 13 and 14 below) but shall thereupon automatically terminate. Tenant hereby agrees that until such condition is timely satisfied, (for the avoidance of doubtA) all rights and liabilities of the parties which Landlord shall have accrued before termination solely no obligation to expend or disburse any funds in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval this Second Amendment or perform any obligations imposed upon Landlord under this Second Amendment, and (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubtB) all rights and liabilities of the parties which have accrued before termination solely costs incurred by Tenant in connection with the satisfaction of the Condition this Second Amendment shall continue to existbe paid for by Tenant, at Tenant’s expense, without reimbursement from Landlord.

Condition Precedent. 3.1 The sale 4.1.1 Save and purchase except as expressly provided in Articles 4, 9, 10, 24, 34, 44, and 47, the respective rights and obligation of the Securities is conditional on all applicable filings having been made Parties under this Agreement shall be subject to the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, satisfaction in each case in connection with the proposed acquisition full of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by conditions precedent specified in this Agreement by any Governmental antitrust entity of the United States Clause 4.1 (the “Antitrust ApprovalConditions precedent”), which, subject 4.1.2 The Concessionaire may upon providing the Performance Security to the last sentence of this Clause 3.2MPRDC in accordance with Article 9, shall include without limitation the Buyer’s agreement to at any time after 90 (Aninety) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following days from the date of this Agreement. 3.4 If Agreement or on an earlier day acceptable to the Antitrust Approval will not be granted MPRDC, by notice require the relevant Governmental antitrust entity MPRDC to satisfy any or all of the United States without requiring Condition Precedent set forth in this Clause 4.1.2 within a Materially Adverse Divestmentperiod of 30(thirty) days of the notice, or such longer period not exceeding 60 (days) as may be specified therein, and the Condition is not condition precedent required to be satisfied by the MPRDC prior to the Appointed Date shall be deemed to have been fulfilled when the MPRDC shall have: (a) Provided to the Concessionaire the Right of Way to the Site in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of Clause 10.3.1; provided that the Surviving Provisionsconditions set forth in Clause 10.3.2 shall also be satisfied on or prior to the Appointed Date, (b) but (for the avoidance of doubt) all rights and liabilities procured approval of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity Railway authorities in the United States and form of a general arrangement drawing that would enable the Condition is not satisfied Concessionaire to construct road over bridges / under bridges at level crossing on the Project Highway in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice Specification and Standards and subject to the Buyer terminate terms and conditions specified in such approval; and} (c) procured all Applicable Permits relating to environmental protection and conservation of the Site Provided that the MPRDC may from time to time by notice extend, for up to 6(six) months, the period for procuring the approval set forth in Sub- Clause (b) and/or Sub-clause (c) above and in that event the land to be covered by over bridges or the affected sections of the Project Highway, as the case may be, shall be included in the Appendix referred to in Clause 10.3 and dealt with in accordance with the provision thereof ; and provided further that upon the procurement of such approval the Concessionaire shall be entitled to a period of 18 (eighteen) months therefrom for completion of the over bridges. 4.1.3 The Conditions Precedent required to be satisfied by the Concessionaire prior to the Appointed Date shall be deemed to have been fulfilled when the Concessionaire shall have: a) provided Performance Security to the MPRDC; b) executed and procured execution of the Escrow Agreement; c) executed and procured execution of the Substitution Agreement; d) procured all the Applicable Permits specified in Schedule-E-unconditionally or if subject to conditions then all such conditions shall have been satisfied in full and such Applicable Permits are in full force and effect; e) executed the Financing Agreements and delivered to MPRDC 3 (three) true copies thereof, duly attested by a Director of the Concessionaire; f) delivered to the MPRDC 3 (three) true copies of the Financial Package and the Financial Model duly attested by a Director of the Concessionaire , along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof , which is acceptable to the Senior Lenders; g) delivered to the MPRDC from Consortium Members, their respective confirmation, in original, of the correctness of their representations and warranties setforth in Sub clauses (k), (l) and (m) of clause 7.1 of this Agreement; and h) delivered to the MPRDC a legal opinion from the legal counsel of the Concessionaire with respect to the MPRDC of the Concessionaire to enter into this Agreement (except for and the provisions enforceability of the Surviving Provisions) but (for provision thereof: Provided that upon request in writing by the avoidance of doubt) all rights and liabilities Concessionaire, the MPRDC may, in its discretion, waive any of the parties which have accrued before termination solely Conditions Precedent set forth in connection with the satisfaction of this Clause 4.1.3. 4.1.4 Each Party shall make all reasonable endeavours to satisfy the Condition Precedent within the time stipulated and shall continue provide the other party with such reasonable cooperation as may be required to existassist that Party in satisfying the Conditions Precedent for which that Party is responsible. 4.1.5 The Parties shall notify each other in writing at least once a month on the progress made in satisfying the Conditions Precedent. Each Party shall promptly inform the other Party when any Condition Precedent for which it is responsible has been satisfied.

Condition Precedent. 3.1 The sale 5.1 Completion shall be subject to, and purchase conditional upon, the satisfaction or waiver (to the extent permitted by applicable Law) of the Securities Mandatory Competition Clearance (the “Condition”). 5.2 The Buyer shall, at its own cost, use its reasonable best endeavours to ensure that the Condition is conditional on fulfilled prior to the Long Stop Date including taking all applicable filings having been made under steps (including making notifications and filings) necessary to satisfy the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Condition. Without prejudice to the generality of 1976 this Clause 5.2, the Buyer shall in any event: 5.2.1 have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity that are required to satisfy the regulations made thereunder Condition; 5.2.2 take all steps necessary or required to satisfy the Condition (including making and progressing all applicable waiting periods under that Act or those regulations having expirednecessary filings, lapsed or been terminated as appropriatesubmissions and notifications), in each case in connection consultation with the proposed acquisition of Seller, but subject to the Securities by Buyer’s control, to obtain such approval prior to the Buyer or any matter arising from or relating Long Stop Date; 5.2.3 subject to such proposed acquisition. 3.2 The Buyer shall takeClause 5.2.2 and Clause 5.2.5, or cause to be taken, control and lead all actions and dostrategy, and make all final determinations as to the appropriate course of action and timing, including but not limited to the timing and contents of any offers to Governmental Entities of undertakings or cause commitments, related to be donethe Mandatory Competition Clearance, including all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by dealings with any Governmental antitrust entity Entity; 5.2.4 promptly notify the Seller and the Seller’s Solicitors (and provide copies or, in the case of non-written communications, details) of any material communications with or from any Government Entity where permitted by applicable Law; provided that the United States (Seller and the “Antitrust Approval”), which, subject Company shall have a reciprocal obligation with respect to notifying the last sentence of this Clause 3.2, shall include without limitation Buyer and the Buyer’s agreement Solicitors of communications with or from any Governmental Entity (save that in relation to all disclosures under this Clause, the Buyer and the Seller may redact business secrets and other confidential material and such information shall be provided on an outside counsel-to-outside-counsel, confidential basis); 5.2.5 offer, negotiate, commit to, accept or agree to any and all measures in order to have the Transaction cleared and approved by the Governmental Entities by the Long Stop Date, including undertaking necessary divestments and licenses (A) sell including in respect of any business, activities or otherwise dispose assets of specific assets or categories of assets or businesses of the Company or any undertaking that is controlled by any member of the Buyer’s Group (including, for the avoidance of doubt, the Group Companies following Completion)) and taking or committing to take any other assets or businesses then owned by action that would limit the Buyer; (B) terminate ’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any existing contractual rights and obligations (to businesses, activities or assets of the extent permissible under Buyer’s Group or the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires Group, in order to avoid or eliminate, by the Long Stop Date, each and every impediment under any relevant competition Law that may be asserted by any Governmental Entity with respect to the Transaction; 5.2.6 promptly provide the Antitrust Approval Seller or the Seller’s Solicitors with draft copies of all notifications, filings (except any formal initial filing required to be made under the HSR Act, provided that Buyer shall provide for review by Seller’s Solicitors on an outside-counsel-to-outside-counsel, confidential basis copies of any internal documents submitted in relation to items 4(c) and 4(d) of the HSR form) and major substantive submissions to any Governmental Entity in relation to obtaining any consent, approval or action at such time as will allow the Seller or Seller’s Solicitors a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent, and take account of the Seller’s or Seller’s Solicitors’ reasonable comments in relation to the form and content of such submissions and communications, and provide the Seller with copies of all material submissions and communications (excluding any formal initial filing required to be made under the HSR Act, provided that Buyer shall provide to Seller’s Solicitors on an outside-counsel-to-outside-counsel, confidential basis copies of any internal documents submitted in relation to items 4(c) and 4(d) of the HSR form) promptly after they are finally submitted or sent (save that in relation to all disclosures to the Seller under this Clause, the Buyer may redact business secrets and other confidential material and such information may be provided on an outside counsel-to-outside-counsel, confidential basis); 5.2.7 allow persons nominated by the Seller (which may include the Seller’s Solicitors) to attend all material meetings (and participate in all material telephone or other conversations) with any Governmental Entity where permitted by Applicable Law and practicable under the circumstances; and 5.2.8 regularly review and consult with the Seller and Seller’s Solicitors on the progress of any notifications or filings with any Governmental Entity . Each party shall immediately inform the other parties if it has determined or has reasonable grounds to believe that the approval process with any Governmental Entity will be delayed beyond the Long Stop Date or that an approval will not be received. 5.3 The Parties agree that the Condition shall be deemed to have been fulfilled with respect to the Mandatory Competition Clearance in the case where the Buyer elects by notice in writing to the Seller (with the prior written consent of the Seller), to consummate the ale prior to obtaining such relevant Mandatory Competition Clearance. 5.4 The Seller shall, and shall procure that the Group shall: 5.4.1 use their reasonable best endeavours (at their own cost) to provide full and effective support to the Buyer in connection with obtaining all consents, approvals or actions of any Governmental Entity that are necessary or advisable to satisfy the Condition, including but not limited to providing promptly to the Buyer or its outside counsel all necessary information and documents relating to the Group as may be required and all other assistance as may be reasonably required (including providing all information relating to members of the Seller’s Group as may be requested by the applicable Governmental Entity); provided that the Seller may redact business secrets and other confidential material and such information may be provided on an outside-counsel-to-outside-counsel, confidential basis; provided that the reasonable best endeavors of the Seller and the Group shall not include making any payment to a third party (other than fees and expenses of the Seller or the Groups’ professional advisors), to surrender any right, to modify or enter into any agreement, to offer or grant any accommodation or concession (financial or otherwise) to any third party or to otherwise suffer any detriment (except, in each case, enter entering into agreements an agreement that will not become effective unless and until Completion occurs as may be required pursuant to Clause 5.5); and 5.4.2 promptly make all notifications, filings and other submissions that are required to be submitted by the Seller, its Affiliates or a Group Company, after consultation with the relevant Governmental antitrust entity giving effect thereto) (any Buyer and the receipt of the foregoing actions a “Divestiture”Buyer’s written confirmation of its agreement to the form and contents of the notification, filing or submission. Without prejudice to the generality of this Clause 5.4, the Seller shall (and shall procure that each Group Company shall) provide or cause to be provided promptly all assistance and cooperation to allow the Buyer to prepare and submit notifications and filings with applicable Governmental Entities, and to respond to any further request for information or documents made in connection with any notification or filing. The Seller shall (and shall procure that each Group Company shall): (a) promptly respond to any request for information or documents, or any other inquiry, received from any Governmental Entity in connection with any notification or filing, after receipt of the Buyer’s written confirmation of its agreement to the form and contents of the response, and (b) not initiate any contact with any Governmental Entity, not make any submission or presentation, whether written or oral, to any Governmental Entity, and not offer or agree to extend any waiting or review period with any Governmental Entity, without the Buyer’s prior written consent, and (c) provide the Buyer with copies of all submissions and communications that it provides to, or receives from, any Governmental Entity or third party (and with respect to oral submissions or communications, provide detailed summaries) related to the Mandatory Competition Clearance within 24 hours of submission or receipt (provided that the Seller and the Group Companies may (and to the extent required by Law, shall) redact business secrets and other confidential material and such information shall be provided on an outside-counsel-to-outside-counsel, confidential basis). Notwithstanding The Seller shall not (and shall procure that no Group Company shall) without the foregoingprior written consent of the Buyer, nothing publicly or before any Governmental Entity or other third party, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, license, disposition of assets or businesses, conduct prohibition or limitation, or other action or non-action. 5.5 To assist the Buyer in complying with its obligations in this Clause 3.2 shall require, or be deemed to require5, the Seller shall procure that the Group Companies shall enter into one or more agreements requested to be entered into by the Buyer by any of them prior to agree Completion with respect to any agreement or effect any Divestiturearrangement to divest, license or hold separate any business businesses, activities or assets of the Group, or take any other action if doing so wouldthat would limit the Buyer’s freedom of action with respect to, individually or in the aggregateits ability to retain or hold, reasonably be expected to have a material and adverse effect on the business directly or indirectly, any businesses, activities or assets of the Company or Group; provided, however, that no such agreement shall become effective unless and until the Completion occurs. 5.6 The Seller and the Buyer after shall each notify the transaction other promptly upon, and in any event within two Business Days of, becoming aware that the Condition has been fulfilled (a the date of delivery of such notice being the “Materially Adverse DivestmentSatisfaction Date”). 3.3 Each 5.7 In the event that Completion has not been fulfilled on or before the Long Stop Date, the Seller shall be entitled at its option, to immediately terminate this Agreement. Following any termination of the parties shall submit any necessary filings required this Agreement pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment5.7, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all each Party’s further rights and obligations of the parties under this Agreement shall end immediately cease, except: (except i) the Surviving Provisions will continue in full force and effect; and (ii) termination shall not affect the right of each Party of claiming damages arising from the failure by the other Parties to satisfy any applicable obligations undertaken under this Clause 5. 5.8 The Buyer shall not be liable for any damages arising out of a breach of this Clause 5 in the provisions event that, but only to the extent, such damages would not have been recoverable had this Clause 5 been governed by, and construed in accordance with, the laws of England and Wales and subject to the jurisdiction of the Surviving Provisions) but (courts of England, provided that, for the avoidance of doubt) all rights and liabilities , this Clause 5.8 shall not be construed to reduce the amount of any damages recoverable under this Clause 5 below the parties which have accrued before termination solely in connection with the satisfaction amount of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to damages the Buyer terminate this Agreement (except for would have recovered had the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights Clauses 27.2 and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist28.2 not applied.

Condition Precedent. 3.1 The sale 3.1. This clause 2, together with clauses 1 and purchase clauses 9 to 26 (inclusive), shall be of immediate force and effect on the Signature Date (collectively, the “Operative Provisions”). Except for the Operative Provisions, all of the Securities is conditional other provisions of this Agreement (collectively the “Suspended Provisions”), shall be subject to, and will take effect and become operative only upon, the fulfilment or waiver, by or on all applicable filings having been made under the United States ▇▇▇▇Long-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expiredstop Date, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities following conditions: 3.1.1. the Restructure Documents shall have been executed by the Buyer or all parties thereto and shall have become unconditional in accordance with its terms save for any matter arising from or condition relating to such proposed acquisition.this Agreement becoming unconditional); 3.2 The Buyer shall take, or cause to be taken, all actions 3.1.2. the Delegations contemplated in the Loan Delegation Agreement have been implemented in their entirety and do, or cause to be done, all things required to obtain approval for Blyvoor Capital has delivered the consummation written notice in terms of clause 4.3 of the transactions contemplated by Loan Delegation Agreement; and 3.1.3. the board of directors of the Lender shall have passed a resolution approving the entry into this Agreement by any Governmental antitrust entity the Lender and approving the provision of financial assistance (as contemplated in section 45 of the United States Companies Act) (as applicable) by the Lender in respect of the creation of the Loan Claim; and 3.1.4. the shareholders of the Lender shall have passed a special resolution approving the provision of financial assistance (as contemplated in section 45 of the Companies Act) by the Lender in respect of the creation of the Loan Claim, (collectively, the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentConditions Precedent”). 3.3 Each 3.2. If the Conditions Precedent referred to in clause 3.1 are fulfilled or waived on or before the Long-stop Date, then all of the parties Suspended Provisions shall submit any necessary filings required pursuant also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 3.3. Should the Conditions Precedent referred to in clause 3.1 to this Clause 3 within ten Business Days following Agreement be neither timeously fulfilled nor waived, as the case may be, on or prior to the Long-stop Date, then the Suspended Provisions shall not take effect and this Agreement shall terminate automatically without any further action required by any of the Parties. In the event that this Agreement automatically terminates in accordance with this clause 3.3, each of the Parties shall be relieved of their respective duties and obligations arising in terms of this Agreement from and after the date of such termination, and such termination shall be without liability to the Parties; provided that no such termination shall relieve any Party from liability (including any liability for damages) for any breach of this Agreement or other liability arising prior to termination hereof; and provided further that the Operative Provisions shall survive any such termination and shall be enforceable in terms of this Agreement but the remainder of this Agreement, shall never become effective. 3.4 If 3.4. The Conditions Precedent are for the Antitrust Approval will not benefit of all Parties and may accordingly only be granted waived, in whole or in part, by the relevant Governmental antitrust entity all of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied Parties in accordance with Clause 3.1, writing on or before June 30the date specified for the fulfilment or waiver of such Condition Precedent. 3.5. Each Party will co-operate in good faith with the other and do everything reasonably required of it, 2010including the furnishing of all such information and the execution of such additional forms or documents as may be so required, all rights and obligations for the purposes of procuring the fulfilment of the parties under this Agreement shall end (except for Conditions Precedent set out in clause 3.1 as soon as reasonably practicable following the provisions of the Surviving Provisions) Signature Date, but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted any event by the relevant Governmental antitrust entity Long-stop Date, and they shall co-operate in the United States and the Condition is not satisfied good faith with each other in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice all respects to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existthat end.

Condition Precedent. 3.1 The sale This Amendment shall become effective on the date (the “Effective Date”) on which the Agent and purchase the Administrators shall have received the following, each (unless otherwise indicated) dated such date and in form and substance satisfactory to the Agent and the Administrators: (a) Certificates of the Securities is conditional on Secretary or Assistant Secretary of the Seller, AGCO and AGCO Finance certifying the names and true signatures of their respective officers authorized to sign this Amendment, the AGCO Finance Purchase Agreement, the Servicing Agreement, the Intercreditor Agreement and the other documents to be delivered by them hereunder or thereunder or in connection herewith or therewith, evidence of authorization of the transactions contemplated hereby and thereby, the articles of incorporation (including an amendment to the articles of incorporation of the Seller permitting the transactions contemplated by the AGCO Finance Purchase Agreement) or formation (attached and appropriately certified by the Secretary of State of the Seller’s, AGCO’s and AGCO Finance’s jurisdiction of incorporation or formation) and the by-laws and all applicable filings having been made amendments thereto of the Seller and AGCO. (b) Amendments to financing statements previously filed under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act UCC of 1976 all jurisdictions that the Agent or the regulations made thereunder Administrators may deem necessary or desirable in order (i) to perfect the ownership interests contemplated by the Receivables Purchase Agreement as amended by this Amendment and (ii) to perfect the ownership interests of the Seller in the receivables purchased by the Seller from AGCO pursuant to the Originator Sale Agreement as amended by the amendment thereto referred to in paragraph (e) below. (c) UCC termination statements, if any, necessary to release all security interests and other rights of any Person (other than the Purchasers) in the Dealer Receivables, Contracts or Related Security previously granted by the Seller or AGCO. (d) Evidence (including UCC search reports) that all Dealer Receivables and all applicable waiting periods under that Act proceeds thereof are free and clear of liens, security interests, claims and encumbrances other than those held by the Purchasers. (e) An executed copy of the Servicing Agreement, AGCO Finance Purchase Agreement, Intercreditor Agreement, fee letter, amendment to the Originator Sale Agreement and this Amendment from of the parties thereto and hereto. (f) Favorable opinions of counsel for the Seller, AGCO and AGCO Finance as to such matters as the Agent or those regulations having expiredany Administrator may reasonably request, lapsed or been terminated as appropriateincluding, in each case without limitation, opinions with respect to “true sale” and substantive consolidation. (g) Payment of all fees required to be paid pursuant to any fee letter entered into in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity Amendment. (h) Good standing certificates with respect to the Seller, AGCO and AGCO Finance from the Secretary of State of the United States State of their respective jurisdictions of organization and such other jurisdictions as the Agent or any Administrator may reasonably request. (i) Copies of all consents, waivers and amendments to existing credit facilities that are necessary in connection with this Amendment and the transactions contemplated hereby. (j) Certificates of Authorized Officers of the Seller and AGCO to the effect as follows, and the following shall be true and correct as at such time: (i) the representations and warranties made herein and in the Receivables Purchase Agreement as amended by this Amendment (the “Antitrust ApprovalAmended Receivables Purchase Agreement”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses are true and correct as of the Company or any of the Buyer’s other assets or businesses then owned by the BuyerEffective Date, as if made on such date; (Bii) terminate any existing contractual rights the Seller and the Servicer are each in compliance with all of their obligations (to the extent permissible under the terms thereof)Amended Receivables Purchase Agreement; and (Ciii) amend no Early Amortization Event, Potential Amortization Event, Servicer Default or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (andevent which, in each case, enter into agreements with the relevant Governmental antitrust entity passage of time or the giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall requirenotice, or be deemed to requireboth, would constitute an Servicer Default has occurred and is continuing, or would result from the transactions contemplated by this Amendment, the Buyer to agree to or effect any DivestitureAGCO Finance Purchase Agreement, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company Servicing Agreement or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Intercreditor Agreement. 3.4 If (k) Such other documents, approvals or opinions as the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on Agent or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existan Administrator may reasonably request. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 2.1. This clause 2 (Condition Precedent), together with clauses 1 (Interpretation and Preliminary), clause 6 (The sale Company Group’s Business), clauses 18.1, 18.2, 18.3, 19 (Shareholders not to Bind the Company) to 21 (Confidentiality and purchase Publicity) (inclusive) and 22 (Independent Advice and Reliance) to 36 (Execution in Counterparts) (inclusive), shall be of immediate force and effect on the Signature Date (collectively, the “Operative Provisions”). Except for the Operative Provisions, all of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act other provisions of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (collectively the “Antitrust ApprovalSuspended Provisions”), whichshall be subject to, subject and will take effect and become operative only upon, the fulfilment or waiver, by or on the Long-stop Date, on the condition that (i) the Subscription Agreement is entered into by the parties thereto and becomes unconditional in accordance with its terms and (ii) the shares in Blyvoor Resources to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement be issued to (A) sell or otherwise dispose of specific assets or categories of assets or businesses Orion in terms of the Company or any Subscription Agreement are duly issued in accordance with the terms and conditions of the Buyer’s other assets or businesses then owned by the Buyer; Subscription Agreement (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to requirecollectively, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentCondition Precedent”). 3.3 Each 2.2. If the Condition Precedent referred to in clause 2.1 is fulfilled or waived on or before the Long-stop Date, then all of the Suspended Provisions shall also take effect and become operative, and the whole of this Agreement shall accordingly become unconditional. 2.3. Should the Condition Precedent referred to in clause 2.1 to this Agreement be neither timeously fulfilled or waived, as the case may be, on or prior to the Long-stop Date, then the Suspended Provisions shall not take effect and this Agreement shall terminate automatically without any further action required by any of the Parties. In the event that this Agreement automatically terminates in accordance with this clause 2.3, each of the Parties shall be relieved of their respective duties and obligations arising in terms of this Agreement from and after the date of such termination, and such termination shall be without liability to the Parties; provided that no such termination shall relieve any Party from liability (including any liability for damages) for any breach of this Agreement or other liability arising prior to termination hereof; and provided further that the Operative Provisions shall survive any such termination and shall be enforceable in terms of this Agreement but the remainder of this Agreement, shall never become effective. 2.4. The Condition Precedent in clause 2.1 is for the benefit of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not Blyvoor Resources Shareholders Agreement and may accordingly only be granted waived, in whole or in part, by the relevant Governmental antitrust entity all of the United States without requiring a Materially Adverse Divestment, and parties to the Condition is not satisfied Blyvoor Resources Shareholders Agreement in accordance with Clause 3.1, writing on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except date specified for the provisions fulfilment or waiver of such Condition Precedent. 2.5. Each Party will co-operate in good faith with the Surviving Provisions) but (other and do everything reasonably required of it, including the furnishing of all such information and the execution of such additional forms or documents as may be so required, for the avoidance purposes of doubt) all rights and liabilities of procuring the parties which have accrued before termination solely in connection with the satisfaction fulfilment of the Condition shall continue to exist. 3.5 If Precedent set out in clause 2.1 as soon as reasonably practicable following the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted Signature Date, but in any event by the relevant Governmental antitrust entity Long-stop Date, and they shall co-operate in the United States and the Condition is not satisfied good faith with each other in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice all respects to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existthat end.

Condition Precedent. 3.1 The sale 3.1. Save and purchase except as may otherwise be expressly provided herein, the respective rights and obligations of a Party under this Agreement shall be subject to the satisfaction in full of the Securities is conditional on all applicable filings having been made under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities by the Buyer or any matter arising from or conditions precedent relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States other Party (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse DivestmentConditions Precedent”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and 3.2. The obligations of the parties under this Agreement Developer hereunder are subject to the satisfaction in full of the following Conditions Precedent by SJDA (the “Conditions Precedent for SJDA”). The SJDA shall end have: a. Handed over peaceful and vacant possession of the Project Site and the Existing Project Assets to the Developer; b. Granted right of way and/ or access (except as the case may be) to the Project Site for the Project to the Developer without any encroachment and encumbrance for the purposes of and to the extent conferred by the provisions of the Surviving Provisions) but (for Agreement; 3.3. The obligations of SJDA hereunder are subject to the avoidance of doubt) all rights and liabilities satisfaction in full of the parties which following Conditions Precedent by the Developer (the “Conditions Precedent for Developer”). The Developer shall have accrued before termination solely in connection with the satisfaction – a. Furnishing of the Condition Performance Guarantee as stipulated in Clause 6 hereof; b. Furnishing of copies (certified as true copies by a director of the Developer) of the constituent documents of the Developer; c. Furnishing a certificate from its principal officer/director on the shareholding pattern of the Developer; d. Furnishing to the SJDA a legal opinion from the legal counsel of the Developer with respect to the authority of the Developer to enter into this Agreement and the enforceability hereof; and e. Obtaining Applicable Permits as may be required for commencement of Construction Works 3.4. The aforesaid Conditions Precedent shall continue to existbe complied with within 180 (one hundred and eighty) Days of the date of Award of Concession. Each Party shall promptly inform the other Party in writing when the Conditions Precedent for which it is responsible have been satisfied. 3.5 If 3.5. Any of the Antitrust Approval Conditions Precedent set forth in Clause 3.3 may be waived fully or partially by the SJDA at any time in its sole discretion or the SJDA may grant additional time for compliance with these conditions and the Developer shall be bound to ensure compliance within such additional time as may be specified by the SJDA. Any of the Conditions Precedent set forth in Clause 3.2 may be waived fully or partially by the Developer at any time in its sole discretion. 3.6. In the event, the Conditions Precedent of a Party (defaulting party) have not requiring a Materially Adverse Divestmentbeen fulfilled for any reason whatsoever within the stipulated time and the other party (non-defaulting party) has not been waived, fully or partially, such conditions relating to the defaulting party nor granted by the relevant Governmental antitrust entity any extension of time for compliance in the United States respect thereof, and the Condition is not satisfied non-defaulting party deciding in accordance with Clause 3.1 on or before June 30, 2010, then such event to terminate the Seller may Agreement by written issuing a notice to the Buyer terminate defaulting party to this effect then the Agreement (except for shall cease to have any effect as of that date as mentioned in the provisions notice of termination issued by the non-defaulting party and be deemed to have been terminated by the mutual agreement of the Surviving Provisions) but (for Parties and no Party shall subsequently have any rights or obligations under the avoidance Agreement. In the event of doubt) such termination, the SJDA shall not be liable in any manner whatsoever to the Developer or any Persons claiming through or under it. Further, all rights and liabilities rights, privileges, claims of the parties which Developer, including those related to the Agreement, shall be deemed to have accrued before termination solely in connection been ceased with the satisfaction concurrence of the Developer. 3.7. All the rights of way and/ or access in/ to the Project Site and Existing Project Assets as granted/ allowed to the Developer shall immediately revert to the SJDA, free and clear from any encumbrances, irrespective of any outstanding mutual claims between the Parties. 3.8. In the event, the Agreement is terminated due to non fulfilment of the Conditions Precedent for Developer and the same is not due to any default on the part of the SJDA, the SJDA without prejudice to its other rights, claims and contentions shall be fully and legally and lawfully entitled to retain the Annual Concession Fee, as paid in the form of Bank Guarantee or in cash, the non-refundable and non-adjustable Project Development Expenses and also forfeit the Performance Security as damages. 3.9. In the event the Concession Agreement is terminated due to non fulfilment of Condition Precedent for SJDA, the SJDA shall continue to existupon such termination return/ refund in full the Performance Security and the Annual Concession Fee, as received till date, without any interest, any outstanding Bank Guarantee as Annual Concession Fee, provided there are no other outstanding claims of the SJDA on the Developer. 3.10. Notwithstanding as mentioned hereinabove, instead of terminating this Concession Agreement, the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent

Condition Precedent. 3.1 The sale A. Inspection Period. Subject to the indemnification obligations set forth in the following paragraph, Purchaser shall have until 5:00 p.m. (Los Angeles, California time) on the thirtieth (30th) day after the date hereof within which to inspect the Property (the "Review Period"). During the Review Period, Purchaser shall be entitled to review copies of (i) the Leases, (ii) the most recent real estate tax statements with respect to the Property, (iii) the most recent sewer and purchase of water bills with respect to the Securities is conditional on all applicable filings having been made under Property, (iv) the United States Service Contracts, (v) bills for electricity and for fuel used to operate the heating and air conditioning systems controlled by Seller at the Property covering the previous twelve (12) months, (vi) correspondence between tenants and Seller (as landlord), (vii) ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 to tenants for Tenant Reimbursables and invoices for Tenant Reimbursable Expenses, (viii) any plans for the buildings located on the Property, (ix) any licenses or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case permits issued to Seller in connection with the proposed acquisition ownership and operation of the Securities Property, and (x) any other information relating exclusively to the Property or the tenants reasonably requested by the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be takenPurchaser, all actions to the extent in Seller's possession or control. If Purchaser determines that the Property is unsuitable for its purposes and donotifies Seller of such decision within the Review Period, the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, at which time this Agreement shall be null and void and neither party shall have any further rights or cause to be doneobligations under this Agreement, all things required to obtain approval except for the consummation indemnity obligations set forth in Sections 6 and 8(A) hereof which shall survive termination. Purchaser's failure to object within the Review Period shall be deemed a waiver by Purchaser of the transactions contemplated by condition contained in this Agreement by any Governmental antitrust entity Section 8(A). Purchaser's right of the United States (the “Antitrust Approval”), which, inspection pursuant to this Section 8(A) shall be subject to the last sentence rights of this Clause 3.2, shall include without limitation tenants under the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses Leases and other occupants and users of the Company Property. No inspection shall be undertaken without reasonable prior notice to Seller. Seller shall have the right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants without the prior consent of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (andSeller, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval which will not be granted by unreasonably withheld or delayed, provided that Seller shall have the relevant Governmental antitrust entity right to be present for all such tenant interviews. No inspection shall involve the taking of samples or other physically invasive procedures without the United States without requiring a Materially Adverse Divestmentprior consent of Seller, which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall restore the Property to its condition existing prior to its entry thereon, and the Condition is not satisfied shall indemnify, defend and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, attorneys' fees incurred in accordance with Clause 3.1, on connection therewith) arising out of or before June 30, 2010, all resulting from Purchaser's exercise of its rights and obligations of the parties under this Agreement, including, without limitation, its right of inspection as provided for in this Section 8(A). The terms of this Section 8(A) shall survive the termination of this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement Closing for a period of nine (except for the provisions of the Surviving Provisions9) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existmonths.

Condition Precedent. 3.1 The sale parties agree that the effects of this Assignment of Rights Agreement, and purchase the liability of the Securities is conditional on all applicable filings having been made under Assignee to pay to Assignor the consideration agreed upon by the Second Clause of this Assignment of Rights Agreement, will be subject so that simultaneously to the execution of this Assignment of Rights Agreement, the Holder accepts to execute and executes with the Assignee an Amendment Agreement over the Agreement (the "Amendment"), that must include the following: a) That by virtue of the signature of the Amendment, the Assignee (as Beneficiary) must pay to the Holder, the amount of $50,000.00 American Dollars (Fifty Thousand Dollars 00/100 Legal Currency of the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 America) plus the corresponding VAT, per ton of economic ore (ABOVE the CUT OFF) that is extracted from the mine. b) That as a result of the work that the Assignee carries out over the lot, the Assignee will pay to the Holder $1.50 American Dollars (One Dollar 50/100 Legal Currency of the United States of America) plus the corresponding VAT, for each ton that is produced. c) That in the event that the Assignee does not initiate production over the Lot regarding the Concession Title within a 6 (six) months period as of the date of execution of this Addendum, the Assignee must pay to the Holder the monthly amount of $3,500.00 dollars plus VAT, minus the tax withholdings that are applicable under fiscal laws and subject to the issuance of the fiscal invoice from the Holder in favor of the Assignee. Such payment will be made for the period or periods of time during which no ore extracted and paid within the regulations first eight days of the corresponding month, provided however, that the delay in the initiation of the production is not attributable to the Assignor or to the Holder, or due to any irregularity not attributable to the Assignee, due by the Holder's breach to any of the obligations under the Agreement. d) That in the event that the Assignee pays the Holder the above mentioned monthly consideration, such must be discounted from any future payment made thereunder by the Assignee to the Holder as a result of the production and all extraction of ore over the Lot under the first paragraph of this Section, subject to the condition that the payments due to the Holder by the production and extraction of ore are maintained at least in the minimum monthly amount of $3,500.00 dollars in order to pay expenses. If by any reason the Assignee decides to not produce nor extract ore, any monthly payments that are made to the Holder will remain to its benefit. e) That the Addendum contains the Option in favor of the Assignee (as Beneficiary) to acquire, free from any liens, or limits of domain and current of any contribution, duty payments, as well as, free from any contingency of a labor, environmental, fiscal or social security nature and any other that may result applicable waiting periods under that Act or those regulations having expired(not attributable to the Assignee), lapsed or been terminated as appropriatethe title over the Concession, in each which case, the Assignee must pay the Holder the amount of $2,000,000.00 (Two Million Dollars 00/100 Legal Currency of the United States of America) in case that the Option is exercised by Assignee (as Beneficiary) within the 3 (three) first years as of the signature of the Amendment, and alternatively, the Assignee must pay to the Holder the amount of $3,000,000.00 (Three Million Dollars 00/100 Legal Currency of the United States of America) in the event that the Option is exercised by Assignee (as Beneficiary) on the next day to the third anniversary as of the signature of the Addendum, and before the fifth year as of the date of signature of the Addendum, in the understanding that the Option will conclude at the 5th anniversary of the Addendum. f) That the Addendum specifically contains sufficient recitals of the Holder regarding the legal standing that the lot under the Concession and the same Concession, including in a declarative but not limited manner, those recitals that may be applicable to the lot under the Concession and the same Concession, in connection with the proposed acquisition recitals contained from paragraphs (j) to (s) of section (I) of the Securities recitals of this Assignment of Rights Agreement. Nonetheless the foregoing, the parties agree to attach to this Agreement as Attachment "D" the Addendum that must be executed by and between the Buyer or any matter arising from or relating Assignee (as Beneficiary) with the Holder simultaneous to such proposed acquisition. 3.2 The Buyer shall takethe execution of this Assignment of Rights Agreement, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for which contains the consummation reproduction of the transactions contemplated by this Agreement by any Governmental antitrust entity of previous terms, as well as diverse provisions, liabilities and rights to which the United States (the “Antitrust Approval”), which, parties will be subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide carry out the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any exploration and exploitation of the foregoing actions a “Divestiture”). Notwithstanding lot under the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Concession. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase This Amendment shall become effective upon completion or satisfaction of the Securities is conditional on all applicable filings having been made under following in the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Lender’s determination: (i) The execution and delivery of 1976 or this Amendment by the regulations made thereunder Borrowers and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition Lender. (ii) The execution and delivery of the Securities Amended and Restated Daily Adjusting LIBOR Note substantially in the form attached hereto as Exhibit A. (iii) The execution and delivery of that certain letter agreement dated as of October 19, 2012 with respect to certain fees by the Buyer or any matter arising from or relating Borrowers and agreed to such proposed acquisitionand accepted by the Lender (the “Fee Letter”). 3.2 (iv) The Buyer Borrowers shall takehave paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.1 of the Loan Agreement during the term of the Loan, or cause including, without limitation, during the Temporary Funding Period. (v) The Borrowers shall have delivered to be takenthe Lender the following, all actions in form and dosubstance reasonably satisfactory to the Lender: (A) a certificate of good standing of each Borrower, dated no earlier than thirty (30) days prior to the date of this Amendment; (B) a certificate of the Secretary of each Borrower dated as of the date of this Amendment and certifying as to the Certificate of Incorporation and By-Laws of each Borrower, the incumbency and signatures of officers of each of the Borrowers executing this Amendment, the Amended and Restated Daily Adjusting LIBOR Note or cause to be done, all things required to obtain approval for otherwise acting on behalf of each Borrower hereunder and the consummation of resolutions authorizing the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States (the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof)Amendment; and (C) amend or terminate such existing licences or other intellectual property agreements (a legal opinion of N▇▇▇▇ Peabody LLP, as counsel to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements Borrowers dated as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding date hereof, addressed to and in form and substance reasonably satisfactory to the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material Lender and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)its counsel. 3.3 Each of (vi) The Borrowers shall have paid the parties shall submit any necessary filings required pursuant Lender’s reasonable attorneys’ fees and expenses related to this Clause 3 within ten Business Days following the date preparation, negotiation and closing of this AgreementAmendment. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 The sale and purchase post-petition effectiveness of the Securities Lease as amended by this Fifth Amendment is conditional on all applicable filings having been made under subject to the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or following conditions precedent: (i) Tenant shall have filed with the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriateBankruptcy Court a motion, in each case form acceptable to Landlord, to approve Tenant's assumption of the Lease as amended hereby (including the License Agreement attached as Exhibit A to the original Lease), authorize Tenant's payment to Landlord of $55,896.00 in pre-petition debt, authorize Landlord to retain the $190,000 security deposit in connection with Landlord's execution of this Fifth Amendment; (ii) an Order shall have been entered by the proposed acquisition Bankruptcy Court authorizing Tenant to assume this Lease as amended by this Fifth Amendment (including the License Agreement attached as Exhibit A to the original Lease) and approving Tenant's assumption motion (the "Lease Approval Order"); (iii) Tenant agrees not to challenge Landlord's unsecured claim of $1,990,322.69 (calculated in accordance with Section 502(b)(6)(A) of the Securities by U.S. Bankruptcy Code), which represents the Buyer or any matter arising from or relating to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation damages Landlord has asserted based on Tenant partial termination of the transactions contemplated Lease; (iv) Tenant shall have filed a motion requesting authorization from the Bankruptcy Court to resolve the dispute between Tenant and T.D. Industries, Inc. and discharge the mechanics lien filed by this Agreement by any Governmental antitrust entity T.D. Industries, Inc. in the amount of the United States $6470.15 (the “Antitrust Approval”), which, subject to "Lien Amounts") for work performed on the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof)Premises; and (Cv) amend or terminate such existing licences or other intellectual property agreements (to an order shall have been entered by the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any Bankruptcy Court authorizing Tenant's payment of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”)Lien Amounts. 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. The effectiveness of this Amendment is subject to receipt by Agent of executed originals of this Amendment signed by Agent, each Borrower, each Guarantor, and the Required Lenders. 3. Reaffirmation; Release. By signing this Amendment or the attached Acknowledgment: 3.1 The sale Each Loan Party affirms that the representations and purchase warranties in each of the Securities existing Loan Documents are true and correct in all material respects as of the date hereof (except that such representations and warranties that speak as of a specified date or period of time shall be true and correct in all material respects only as of such date or period of time), and agree that (i) except as amended previously or in connection herewith, each Loan Document is conditional on all applicable filings having been made under valid and enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or limiting creditors’ rights generally or by equitable principles) and (ii) such Loan Party has no claims, defenses, setoffs, counterclaims or claims for recoupment against Agent, the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 Lenders, the other Indemnified Persons or the regulations made thereunder indebtedness and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities obligations represented by the Buyer or any matter arising from or relating to such proposed acquisitionNotes, Guaranties, Collateral Documents and other Loan Documents. 3.2 The Buyer shall takeEach Loan Party hereby releases, or cause to be takenacquits, all actions and doforever discharges Agent, or cause to be doneeach Lender, all things required to obtain approval for the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States their respective parent corporations, affiliates, subsidiaries, successors, assigns, officers, directors, employees, agents, attorneys and advisors (the collectively, “Antitrust ApprovalIndemnified Persons”), whichand each of them, subject to the last sentence of this Clause 3.2and from any and all liability, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose claims, demands, damages, actions, causes of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (andaction, in each casedefenses, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoingcounterclaims, nothing in this Clause 3.2 shall requiresetoffs, or be deemed claims for recoupment of whatsoever nature, whether known or unknown, from the beginning of time to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Amendment, whether in contract or tort or otherwise, arising directly or indirectly from, or in any way related to the Loan Agreement, this Amendment, the Notes, Collateral Documents and the other Loan Documents, any other indebtedness or obligations of any Loan Party to Agent or any one or more of the Lenders or to the relationship between any Loan Party and Agent, any Lender, or the Indemnified Persons. 3.4 If the Antitrust Approval will 3.3 This Amendment is not be granted by the relevant Governmental antitrust entity a novation of the United States without requiring a Materially Adverse Divestment, and Loan Agreement or of any credit facility or guaranty provided thereunder or in respect thereof. Notwithstanding that the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations cover page of the parties under this Amended Credit Agreement shall end (except for the provisions is dated “as of April 29, 2021” and Section 9.01 of the Surviving Provisions) but (for Loan Agreement attached hereto contains those conditions which were applicable to the avoidance initial Closing Date of doubt) all rights and liabilities April 29, 2021, the changes to the Loan Agreement effected by this Amendment shall be effective as of the parties which have accrued before termination solely satisfaction to the conditions effectiveness set forth in connection with the satisfaction Section 2 of this Amendment. The signature pages contained may be left off of the Condition shall continue to existLoan Agreement attached hereto. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 This Amendment shall become effective upon: (i) the execution and delivery of this Amendment by the Borrowers and the Lender; (ii) The sale execution and purchase delivery of the Securities is conditional on all applicable filings having been made under Amended and Restated Warehousing Note substantially in the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act form attached hereto as Exhibit A; (iii) The execution and delivery of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated certain letter agreement dated as appropriate, in each case in connection with the proposed acquisition of the Securities date hereof with respect to certain fees by the Buyer or any matter arising from or relating Borrowers and agreed to such proposed acquisition. 3.2 The Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things required to obtain approval for accepted by the consummation of the transactions contemplated by this Agreement by any Governmental antitrust entity of the United States Lender (the “Antitrust ApprovalFee Letter”), which, subject . (iv) The Borrowers shall have paid to the last sentence Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.5 of this Clause 3.2the Loan Agreement during the term of the Loan; (v) the Borrowers shall have delivered to the Lender a closing certificate of a senior officer of each Borrower certifying the following, shall include without limitation all in form and substance reasonably satisfactory to the Buyer’s agreement to Lender: (A) sell or otherwise dispose as to the Articles of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the BuyerIncorporation and By-Laws, with all amendments; (B) terminate any existing contractual rights and obligations (as to the extent permissible under incumbency and signatures of the terms thereof)officer or officers executing this Amendment and the Amended and Restated Warehousing Note and any other documents contemplated thereby; (C) as to the resolutions related thereto; and (CD) amend or terminate such existing licences or other intellectual property agreements (as to the extent permissible under the terms thereofgood standing and legal existence certificate of each Borrower dated no earlier than thirty (30) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order days prior to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to require, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement.Amendment; 3.4 If (vi) a legal opinion of counsel to the Antitrust Approval will not be granted Borrowers, dated as of the date hereof, addressed to and in form and substance reasonably satisfactory to the Lender and its counsel; and (vii) the payment by the relevant Governmental antitrust entity Borrowers of the United States without requiring a Materially Adverse Divestment, Lender’s reasonable attorneys’ fees and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice expenses related to the Buyer terminate preparation, negotiation and closing of this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existAmendment.

Condition Precedent. 3.1 9.1 The sale Purchaser acknowledges that this Agreement, and purchase the Unit to be constructed on the Property, is subject to: 9.1.1 the opening of the Securities is conditional on all applicable filings having been made under Sectional Title Register; 9.1.2 the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act Seller's final building plans for the relevant phase of 1976 the Building or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with Buildings comprising the proposed acquisition Sectional Title Scheme being approved by the Local Authority; 9.1.3 The Land and development being approved for the proposed Sectional Scheme and zoned accordingly by the relevant Council; 9.1.4 The Seller obtaining a development bond/finance on acceptable terms from a financial institution, or from such other sources acceptable to the Seller in his sole discretion; and/or 9.1.5 The seller selling 14 of the Securities Units in the proposed sectional title scheme on or before 30 August 2015, and the Building to be completed by 30 June 2016. Such aforementioned time period may be extended for a further period of 3 (Three) months on agreement between the Seller and Purchaser, should the Seller require such extension of time, by the Buyer or any matter arising from or relating Seller giving the Purchaser 1 (One) month’s notice to such proposed acquisitioneffect. This condition is inserted for the sole benefit of the Seller, who may unilaterally waive the benefit of this condition, or part thereof, by communicating such waiver to the Purchaser in writing at any time before expiry of the period mentioned above. 3.2 9.1.6 The Buyer shall takeseller selling 14 Units of the Total Units available in the proposed sectional title scheme. This condition is inserted for the sole benefit of the Seller, who may unilaterally waive the benefit of this condition, or cause part thereof, by communicating such waiver to be taken, all actions and do, or cause to be done, all things required to obtain approval for the consummation Purchaser in writing at any time before expiry of the transactions contemplated by this Agreement by any Governmental antitrust entity of period mentioned above. 9.2 In the United States (the “Antitrust Approval”), which, subject to the last sentence event of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose contract lapsing by reason of specific assets or categories of assets or businesses of the Company or any of the Buyer’s other assets or businesses then owned by the Buyer; (B) terminate any existing contractual rights and obligations (to the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall requireabovementioned conditions, or be deemed to requirefor any other reason whatsoever, the Buyer Seller will immediately instruct the Agent or the Conveyancers, as the case may be, to agree to or effect any Divestiture, hold separate any business or assets or take repay the deposit plus interest thereon together with any other action if doing so would, individually or monies paid in the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date terms of this Agreement. 3.4 If , to the Antitrust Approval Purchaser and this agreement will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestmenthave no further force or effect, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties under further acknowleding that they won’t have any claim for damages or for any other amount or any other claim whatsoever against a party arising from this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existcontract. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice to the Buyer terminate this Agreement (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to exist.

Condition Precedent. 3.1 (a) The sale and purchase obligation of the Securities Assignor to complete the transactions contemplated hereby and to assign the Assigned Assets to the Assignee is conditional on all applicable filings having been made under subject to the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act fulfilment of 1976 or the regulations made thereunder and all applicable waiting periods under that Act or those regulations having expired, lapsed or been terminated as appropriate, in each case in connection with the proposed acquisition of the Securities following conditions: (i) the representations and warranties of the Assignee contained herein shall be true and correct in all material respects as of the Closing Date; (ii) the Assignee shall have performed all covenants and agreements of the Assignee contained in this Agreement to be performed by the Buyer or any matter arising from or relating Assignee prior to such proposed acquisition.Closing; 3.2 The Buyer shall take, or cause to be taken, (iii) all actions necessary consents and do, or cause to be done, all things required to obtain approval approvals for the consummation completion of the transactions contemplated hereby shall have been obtained in form reasonably satisfactory to the Assignor, including all necessary consents and approvals of the Securities Commission and the Exchange to the issue and listing of the Consideration Shares and the Bonus Shares; (iv) delivery by the Assignee to the Assignor of the Cash Consideration and the certificates representing the Consideration Shares; and (v) delivery by the Assignee to the Assignor of the documents described in subsection 9(b) hereof. The conditions set out in this subsection are for the exclusive benefit of the Assignor and may be waived in whole or in part by the Assignor at any time. If any of the conditions set out in this subsection shall not be fulfilled or performed at or before the Closing or the Closing has not been completed prior to the earlier of May 14, 2005 and the commencement of drilling by the Operator on the Bachelor Lake Property, the Assignor may rescind the obligations thereof under this Agreement by notice in writing to the Assignee and in such event the Assignor shall be released from all of its obligations hereunder. (b) The obligation of the Assignee to complete the transactions contemplated hereby and to acquire the Assigned Assets and assume the Assumed Obligations are subject to the fulfillment of each of the following conditions: (i) the representations and warranties of the Assignor contained herein shall be true and complete as of the Closing Date; (ii) the Assignor shall have performed all covenants and agreements contained in this Agreement to be performed by the Assignor prior to Closing; (iii) all necessary consents and approvals for the completion of the transactions contemplated hereby shall have been obtained prior to Closing in form reasonably satisfactory to the Assignee, including all consents required under the terms of the Option Agreement and including all necessary consents and approvals of the Securities Commission and the Exchange to the issue and listing of the Consideration Shares and the Bonus Shares; (iv) the Assignee being satisfied, in its sole discretion, that A. Metanor has consented in favour of the Assignee in writing prior to Closing to the assignment by the Assignor to the Assignee, and the assumption by the Assignee, all as contemplated by this Agreement and on terms that are satisfactory to the Assignee; B. at the time of Closing, Metanor has confirmed in writing that it holds an undivided 100% legal and beneficial right, title and interest in and to the Bachelor Lake Property, free and clear of all Liens; and C. at the time of Closing, the Option Agreement and the Bachelor Lake Option are valid and subsisting and is in full force and effect, unamended free and clear of all Liens and no material default exists thereunder; (v) delivery by any Governmental antitrust entity the Assignor to the Assignee of the United States (documents described in subsection 9(c) hereof. The conditions set out in this subsection are for the “Antitrust Approval”), which, subject to the last sentence of this Clause 3.2, shall include without limitation the Buyer’s agreement to (A) sell or otherwise dispose of specific assets or categories of assets or businesses exclusive benefit of the Company Assignee and may be waived in whole or in part by the Assignee at any time. If any of the Buyer’s other assets conditions set out in this subsection shall not be fulfilled or businesses then owned performed at or before the Closing or the Closing has not been completed prior to the earlier of May 14, 2005 and the commencement of drilling by the Buyer; (B) terminate any existing contractual rights and obligations (to Operator on the extent permissible under the terms thereof); and (C) amend or terminate such existing licences or other intellectual property agreements (to the extent permissible under the terms thereof) and enter into such new licences or other intellectual property agreements as such Governmental antitrust entity requires in order to provide the Antitrust Approval (and, in each case, enter into agreements with the relevant Governmental antitrust entity giving effect thereto) (any of the foregoing actions a “Divestiture”). Notwithstanding the foregoing, nothing in this Clause 3.2 shall require, or be deemed to requireBachelor Lake Property, the Buyer to agree to or effect any Divestiture, hold separate any business or assets or take any other action if doing so would, individually or in Assignee may rescind the aggregate, reasonably be expected to have a material and adverse effect on the business of the Company or the Buyer after the transaction (a “Materially Adverse Divestment”). 3.3 Each of the parties shall submit any necessary filings required pursuant to this Clause 3 within ten Business Days following the date of this Agreement. 3.4 If the Antitrust Approval will not be granted by the relevant Governmental antitrust entity of the United States without requiring a Materially Adverse Divestment, and the Condition is not satisfied in accordance with Clause 3.1, on or before June 30, 2010, all rights and obligations of the parties thereof under this Agreement shall end (except for the provisions of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely by notice in connection with the satisfaction of the Condition shall continue to exist. 3.5 If the Antitrust Approval (not requiring a Materially Adverse Divestment) has not been granted by the relevant Governmental antitrust entity in the United States and the Condition is not satisfied in accordance with Clause 3.1 on or before June 30, 2010, then the Seller may by written notice writing to the Buyer terminate this Agreement (except for Assignor and in such event the provisions Assignee shall be released from all of the Surviving Provisions) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination solely in connection with the satisfaction of the Condition shall continue to existits obligations hereunder.