Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. Subject to Section 3.02, the obligation of the Lenders hereunder shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Facility Agent: (a) The obligations each of DIGITAL the Facility Documents duly executed and Sellers under delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Fund, and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (g) below), if any, required in connection with the transactions contemplated by this agreement Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and are subject correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to fulfillment, prior to or at the Closing, incumbency and specimen signature of each of its Responsible Officers authorized to execute the following conditionsFacility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions approving the Collateral Management Agreement and the transactions contemplated thereby, including acting pursuant to this Agreement, (iii) that its representations and warranties set forth in the Collateral Management Agreement are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the Secured Parties) of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower and the Collateral Manager as to corporate, securities, bankruptcy and commercial law and (ii) ▇▇▇▇▇ Peabody LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) evidence satisfactory to the Facility Agent that all of the Covered Accounts are in existence; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian as Securities Intermediary and shall be in full force and effect; (j) evidence satisfactory to the Facility Agent that all Closing Date Expenses and outstanding fees and expenses of the Collateral Agent have been paid in full; (k) each of the Eligible Hedge Agreements, if any, duly executed and delivered by the parties thereto, which shall each be in full force and effect; (l) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) That AVE's representations the Borrower is the owner of such Collateral free and warranties contained herein shall be true clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date, (B) those granted pursuant to this Agreement and correct at the time of Closing, as if such representations Account Control Agreement and warranties were made at such time(C) Permitted Liens; (ii) That AVE the Borrower has acquired its ownership in all material respects shall have performed or complied with all agreementssuch Collateral in good faith without notice of any adverse claim, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closingexcept as described in clause (i) above; (iii) That AVE's directorsthe Borrower has not assigned, by proper and sufficient vote taken either by consent of directors pledged or at a meeting duly and properly called and heldotherwise encumbered its interest in such Collateral (or, shall have properly approved all of the matters described in Section 7(b)(iif any such interest has been assigned, pledged or otherwise encumbered, it has been released) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject other than interests granted pursuant to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersAccount Control Agreement; (iv) That DIGITAL's officers will have signed non-compete clauses the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the form attached hereto Collateral; (m) such other opinions, instruments, certificates and documents from the Borrower as Exhibit "J";the Agents or any Lender shall have reasonably requested; and

Conditions Precedent to Closing. The following shall be conditions precedent to the closing of the Loan and the advance of Loan proceeds: (a) The obligations This Agreement, the Note, the Deed of DIGITAL Trust and Sellers under this agreement the other Loan Documents shall have been properly executed and delivered to the Lender, the Deed of Trust shall be acknowledged and are subject recorded in the appropriate public office or delivered to fulfillment, prior to or at the Closing, of each a representative of the following conditions: (i) That AVE's representations title company for recording and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects payment shall have performed or complied been made for all conveyancing and recording in connection with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time settlement of the Closing; (iii) That AVE's directorsLoan, by proper and sufficient vote taken either by consent of directors for any transfer or at a meeting duly and properly called and helddocumentary stamp taxes due under any federal, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardstate or municipal law. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Lender shall have received a certificate paid policy of DIGITAL title insurance on the current ALTA Form or a valid and Sellers enforceable commitment to such an effect signed by issue the same, from a duly authorized officer of DIGITAL and by each company satisfactory to the Lender in the amount of the Sellers; andLoan and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Property, free and clear of all defects, exceptions and encumbrances except such as the Lender and its counsel shall have approved and containing affirmative insurance against mechanics liens and such other and further endorsements or coverages as Lender may reasonable require (the “Title Policy”). (iiic) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE The Lender shall have received advice, in form and substance and from a Certificate source satisfactory to the Lender, to the effect that a search of DIGITAL and Sellers to the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such effect signed as the Lender shall have approved. (d) The Lender shall have received all policies of insurance required by or duly authorized officer of DIGITAL the terms hereof and by each the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Sellers;Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (ive) That DIGITAL's officers will The Lender shall have signed nonreceived and approved an appraisal of the Property indicating that the ratio of the Loan amount to the “as-compete clauses in is” appraised value of the form attached hereto as Exhibit "J";Property does not exceed 75%. (f) The Lender shall have received and approved a property condition report of the Property. (g) The Lender shall have received and approved a copy of a current Survey of the Land certified to the Lender and to the title insurance company and any recorded subdivision plat of the Land.

Conditions Precedent to Closing. (a) The obligations Notwithstanding any other provision of DIGITAL and Sellers under this agreement Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be and are subject to fulfillmentthe satisfaction, at or prior to or at the Closing, of each of the following conditions:conditions (any of which may be waived in whole or in part by the Purchaser): (i) That AVE's There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and warranties of the Company contained herein in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall have performed or complied with all agreementsbe true and correct as of such date), terms and conditions required by this Agreement each of the covenants and agreements of the Company to be performed or complied with by it the Company as of or prior to the Closing shall have been performed or at complied with by the time of the Closing;Company in all material respects. (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, The Company shall have properly approved all of delivered the matters described certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on accordance with the National Quotation Bureau, Inc.'s Bulletin Boardprovisions thereof. (b) The obligations Notwithstanding any other provision of AVE under this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be and are subject to fulfillmentthe satisfaction, at or prior to or at the Closing Closing, of each of the following conditions:conditions (any of which may be waived in whole or in part by the Company): (i) That AVE's Shareholders There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing. (ii) Each of the representations and Board warranties of Directors, by proper and sufficient vote, shall have approved the Purchaser contained in this Agreement and the transactions contemplated hereby; approved other Transaction Documents to which the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved Purchaser is a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein party shall be true and correct at in all material respects as of the time Closing Date (except that the representation and warranty of Closing the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as if of such representations date), and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL covenants and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement agreements of the Purchaser to be performed or complied with by them the Purchaser as of or prior to or at the time of Closing Date and AVE shall have received a Certificate been performed or complied with by the Purchaser in all material respects. (iii) The Purchaser shall have paid the Purchase Price to the Company, by wire transfer of DIGITAL and Sellers immediately available funds pursuant to such effect signed payment instructions furnished by or duly authorized officer of DIGITAL and by each of the Sellers;Company to the Purchaser. (iv) That DIGITAL's officers will The Company shall have signed non-compete clauses received the documents required to be received by the Company pursuant to Section 2(b)(ii) in accordance with the form attached hereto as Exhibit "J";provisions thereof.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject Company’s obligation to fulfillment, prior to consummate the Closing is expressly conditioned upon the satisfaction or at the Closing, of each waiver of the following conditionsfollowing: (i) That AVE's All representations and warranties contained herein of the Public Parties set forth in Section 5.1 above shall be true and correct at as of the time of Closing, Closing Date as if such representations and warranties were made at such timeon the Closing Date; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms No event of default beyond any applicable notice and conditions required by this Agreement to be performed or complied with by it prior to or at cure periods on the time part of the ClosingPublic Parties has occurred and is continuing hereunder as of the Closing Date; (iii) That AVE's directors, The Title Company is irrevocably committed to issue the Title Policy and the Public Parties have delivered any documents reasonably requested by proper and sufficient vote taken either the Title Company in order for the Title Company to issue the Title Policy in accordance with the terms hereof; (iv) The Public Parties have provided written confirmation to the Company that all funds allocated by consent of directors or at a meeting duly and properly called and held, shall have properly approved the Public Parties pursuant to Section 1.3(d) above to perform all of the matters Public Parties’ respective obligations hereunder remain available in all respects as of the applicable Closing Date, to the extent not previously expended; (v) There is no litigation pending or threatened with respect to the Project Site which (A) has resulted in a final order to the effect that the Project Site is subject to local zoning codes or building ordinances while such Project Site is owned by the State, leased to the JDA, and rented to the Company, (B) would have a material impact on the ability of the Company or the Public Parties to perform their obligations hereunder (other than litigation relating to development or permitting of the Project), or (C) otherwise materially and adversely affects the ability of the Parties to develop the Project (including, without limitation, permitting), as described herein; provided that with respect to this subsection (C) to the extent that (i) the State has assumed the responsibility and cost of defending any such litigation, (ii) the State is actively and vigorously defending any such pending litigation, and (iii) no injunctive relief has been granted by any court of competent jurisdiction as part of such litigation which impacts the ability of the Company to actively construct, develop or use the Project, then this closing condition shall be deemed satisfied with respect to such pending or threatened litigation; (vi) All federal authorizations and the Wetland Permit required by §404 of the Clean Water Act, 33 U.S.C. §1251 et seq. (1972), as amended, which are necessary in Section 7(b)(i) hereinorder to undertake and complete the Comprehensive Grading Work as shown on Exhibit A-11-1 and Exhibit A-11-2 and to develop the Project in accordance with the Current Site Plan have been obtained, the Wetland Mitigation credits have been purchased, and such Wetland Permit does not contain conditions which delay the commencement or continuation of the Comprehensive Grading Work by more than 120 days; and (ivvii) That AVE's common stock will be listed on The Company and the National Quotation BureauPublic Parties shall have agreed upon the form of all customary documents, Inc.'s Bulletin Boardincluding without limitation the Definitive Documents, necessary and reasonable for the consummation of the transactions contemplated by this Agreement, including the Rental Agreement and all documents related to the Project Bonds. (b) The obligations of AVE under this Agreement shall be and are subject Public Parties’ obligation to fulfillment, prior to or at consummate the Closing of each is expressly conditioned upon the satisfaction or waiver of the following conditionsfollowing: (i) That AVE's Shareholders No event of default beyond any applicable notice and Board cure periods on the part of Directors, by proper the Company has occurred and sufficient vote, shall have approved this Agreement and is continuing as of the transactions contemplated herebyClosing Date; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;and (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there The Company shall have been no Material Adverse Effect with respect to DIGITAL; paid all fees and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each expenses of the SellersProject Bonds as set forth herein, and all other fees and expenses of the JDA as required by Section 3.6(c) hereof to be paid on or prior to the Closing; and. (iii) That DIGITAL The Company and Sellers the Public Parties shall have performed or complied with agreed upon the form of all agreementscustomary documents, terms including without limitation the Definitive Documents, necessary and conditions required reasonable for the consummation of the transactions contemplated by this Agreement, including the Rental Agreement and all documents related to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Project Bonds.

Conditions Precedent to Closing. The Closing and the initial disbursement of the Loans shall be subject to the following conditions precedent: (a) The obligations of DIGITAL Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and Sellers under this agreement shall be and are subject delivered to fulfillment, prior to or at the Closing, of each of the following conditions:Administrative Agent. (ib) That AVE's No Default or Event of Default shall have occurred and be continuing. (c) All representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin BoardClosing Date. (bd) All legal matters incident to the Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrowers agree to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request. (e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all taxes and fees with respect to such recording and filing shall have been paid by the Borrowers. (f) The obligations Borrowers shall have delivered to the Administrative Agent (1) certified copies of AVE under this Agreement shall be evidence of all corporate and are subject company actions taken by the Borrowers and the Holding Company to fulfillmentauthorize the execution and delivery of the Loan Documents, (2) certified copies of the articles or certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers and the Holding Company, (3) a certificate of incumbency for the officers of the Borrowers and the Holding Company executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to or at the Closing Date, from the appropriate state official of each any state in which the Borrowers or the Holding Company are incorporated, and (5) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have received (l) a Borrowing Base Certificate, (2) an Aging Report, (3) a contract status and backlog report relating to Eligible Receivables for the period ended on December 31, 2006, in form and substance satisfactory to the Lender, (4) the financial statements of the following conditions:Company for the period ended on December 31, 2006, and (5) a pro forma Covenant Compliance Certificate, giving effect to the Transaction and the initial disbursement of the Loans, and certifying that no Default or Event of Default exists as of the Closing Date, nor would any Default or Event of Default occur after giving effect thereto. (h) The Administrative Agent shall have received a field examination report of the Collateral in form and substance acceptable to it. (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York The Administrative Agent shall have received a certificate of DIGITAL financing statement, judgment and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of tax lien searches reflecting that there are no Liens outstanding against the Sellers; and (iii) That DIGITAL and Sellers shall have performed Collateral other than those created or complied with all agreements, terms and conditions required permitted by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";other Loan Documents.

Conditions Precedent to Closing. Date This Agreement shall become effective at such time as the following conditions precedent having been satisfied in a manner satisfactory to the Agent (and in the case of any documents, agreements or other deliveries, such documents, agreements and deliveries shall be in form and substance satisfactory to the Agent), in each case with the consent of the Majority Lenders to the extent required in clauses (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to through (w) hereof or at the Closing, of each of the following conditionsSection 13.2(a)(ii) hereof: (ia) That AVE's representations This Agreement and warranties contained herein shall be true the other Loan Documents have been executed by each party thereto and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects each Loan Party shall have performed or and complied with all agreementscovenants, terms agreements and conditions contained herein and in the other Loan Documents which are required by this Agreement to be performed or complied with by it prior to such Loan Party before or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardsuch Closing Date. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' All representations and warranties contained herein made hereunder and in the other Loan Documents shall be true and correct at as of the time of Closing Date as if made on such representations date (both immediately prior to, and warranties were after giving effect to, such extension of credit). (c) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the Loans to be made on such date or the Letters of Credit to be issued or the Credit Support to be provided on such date. (d) The Agent and the Lenders shall have received such opinions of counsel (concerning, among other things, entry of the order confirming the Plan of Reorganization and proper notice having been given) for the Loan Parties as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance reasonably satisfactory to the Agent, the Lenders, and their respective counsel. (e) The Borrower shall have paid all fees and expenses of the Agent and the Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby, including, without limitation pursuant to the Fee Letter. (f) To the extent not previously provided under the DIP Loan Agreement, the Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by the Agreement. (g) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Loan Parties and to make copies thereof, and to conduct a pre-closing audit which shall include, without limitation, verification of Inventory, Accounts, and Combined Availability, and to conduct a pre-closing appraisal, and the results of such examination and audit and appraisal shall have been satisfactory to the Agent in all respects. (h) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent. (i) The Agent shall have received a copy of the certificate or articles of incorporation or other constitutive documents, in each case amended to date, of each of the Loan Parties, certified as of a recent date by the Secretary of State or other appropriate official of the state or other jurisdiction of its organization and dated as of a recent date; a certificate of the Secretary of each of the Loan Parties, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such Loan Party's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such time Loan Party's Board of Directors (or in the case of a Loan Party that is not a corporation, the equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such Loan Party's certificate or articles of incorporation or other constitutive documents have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished hereinabove, and (D) as to the incumbency and specimen signature of each of such Loan Party's officers executing this Agreement or any other Loan Document delivered in connection herewith or therewith, as applicable; a certificate of another of such Loan Party's officers as to incumbency and signature of its Secretary. (j) The Agent shall have received certificates of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation or organization and in each other jurisdiction listed on Schedule 10.1(j). (k) There shall be no material adverse change in the business, operations, assets, properties, liabilities, profits, prospects or financial position of the Loan Parties as determined by the Agent and the Majority Lenders in their sole discretion. (l) The Lenders shall be fully satisfied with the compliance by the Loan Parties with any and all applicable laws, statutes, rules and regulations relating to the conduct and operations of the business and properties of the Loan Parties. (m) The Borrower shall have received the proceeds of the Term Debt and the Agent shall have entered into an Intercreditor Agreement with the administrative agent for the Term Debt substantially in the form of Exhibit E hereto. (n) The Agent shall be satisfied with the terms and conditions of all material Debt (including, without limitation, the Term Debt) and other agreements of the Loan Parties and their Subsidiaries to remain outstanding after the Closing Date (including, without limitation, any subordination or other intercreditor provisions contained therein or applicable thereto). (o) The Agent shall be reasonably satisfied with the all intercompany arrangements relating to the acquisition, ownership and transfer of Inventory of a Loan Party or otherwise. (p) The Agent and the Lenders shall have received evidence reasonably satisfactory to them that all material requisite governmental and material third party consents and approvals (including, without limitation, consents with respect to each Loan Party and each of its Subsidiaries) to the transactions contemplated by this Agreement and the other Loan Documents have been obtained, and remain in full force and effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Agent that restrains, prevents or imposes materially adverse conditions upon any of the Loan Documents or any of the transactions contemplated thereby. (q) The terms of all sourcing arrangements among the Loan Parties and their suppliers shall have been fully disclosed to the Agent and the Lenders and there shall have been a resolution satisfactory to the Agent of any liens arising from any such supply arrangements. (r) There shall have been delivered to the Agent such additional instruments and documents as the Agent or its counsel reasonably may require or request. (s) The Bankruptcy Court shall have entered an order confirming the Borrower's Plan of Reorganization, which shall have been certified by the Clerk of the Bankruptcy Court as having been duly entered. Such order shall not have been reversed, modified, amended, vacated, or stayed, and, unless otherwise agreed by the Agent, all appeal periods relating to the confirmation order shall have expired, and no Material Adverse Effect with respect appeals (unless consented to DIGITAL; by Agent) from the confirmation order shall be outstanding. All conditions precedent to confirmation and York to the "Effective Date" under and as defined in the Plan of Reorganization shall have been met (or the waiver thereof shall have been consented to by the Agent, which consent shall not be unreasonably withheld or delayed) and the "Effective Date" and Consummation Date of the Plan of Reorganization shall have occurred or shall be scheduled to occur but for the initial extension of credit under the Post-Confirmation Agreement on or after the Consummation Date. (t) After giving effect to the making of any loans under this Agreement (including the rollover of Loans under the DIP Loan Agreement), the payment of all fees and expenses required hereunder and the issuance of all Letters of Credit to be issued (including the Existing Letters of Credit), in each case on the date of and immediately subsequent to the "Effective Date" of the Borrower's Plan of Reorganization, the Loan Parties shall have minimum Combined Availability of at least $25,000,000. (u) The Borrower's Plan of Reorganization and the order of the Bankruptcy Court confirming such Plan of Reorganization shall be reasonably satisfactory in form and substance to the Agent. Without limiting the generality of the foregoing, the capital structure of the Loan Parties shall be reasonably satisfactory to the Agent in all respects and the terms of any Debt of the Loan Parties shall be satisfactory to the Agent. (v) The Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on any Collateral and proceeds thereof, except for Liens for which termination statements and releases reasonably satisfactory to the Agent are being tendered on the Closing Date. (w) The Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent to be filed, registered, published or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded to the satisfaction of the Agent. The acceptance by the Borrower of any Loans made or Letters of Credit issued on the Closing Date shall be deemed to be a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the making of such Loans or the issuance of such Letters of Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each Responsible Officer of the Sellers; and Borrower, dated the Closing Date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 10.1, and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers documents sent to such effect signed by Lender for approval, consent or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";satisfaction were acceptable to such Lender.

Conditions Precedent to Closing. (a) The obligations effectiveness of DIGITAL and Sellers under this agreement shall be and are Agreement is subject to fulfillment, prior to or at and conditioned on the Closing, satisfaction of each of the following conditionsconditions precedent (or waiver by the Party entitled to the benefit of such condition precedent) (the time of such satisfaction or waiver of all of the following conditions is referred to herein as the “Closing”), and thereafter this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. ▇▇▇▇▇▇ agrees that the failure to satisfy any of the conditions set forth in this Agreement shall in no way affect or impair the obligations of any Party or be construed as a waiver by any Party of any of Broadridge’s rights under any of the MSA Documents or hereunder. (a) Broadridge shall have received each of the following: (i) That AVE's representations this Agreement, duly authorized, executed and warranties contained herein shall be true delivered by PWI, PFSC and correct at the time of Closing, as if such representations and warranties were made at such timePFSI; (ii) That AVE written confirmation from ▇▇▇▇▇▇, in all material respects shall have performed or complied with all agreementsa form reasonably acceptable to Broadridge, terms and conditions required by this Agreement to be performed or complied with by it prior to or at that the time of the ClosingAcquisition Transaction has closed; (iii) That AVE's directorswritten confirmation from ▇▇▇▇▇▇, in a form reasonably acceptable to Broadridge, that ▇▇▇▇▇▇ consents to Broadridge’s entry into the New Services Agreement with Ridge concerning the Transferred Accounts; (iv) written confirmation from ▇▇▇▇▇▇ that Newco has received all expected equity contributions from Apex Clearing Solutions LLC (or an affiliate thereof); (v) the New Services Agreement, fully executed, authorized and delivered by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) hereinRidge; and (ivvi) That AVE's common stock will be listed on such other agreements, documents, instruments and certificates as Broadridge may reasonably request related to the National Quotation Bureau, Inc.'s Bulletin Boardtransactions contemplated by this Agreement and the Acquisition Transaction. (b) The obligations of AVE under this Agreement ▇▇▇▇▇▇ shall be and are subject to fulfillment, prior to or at the Closing of have received each of the following conditions:or the following shall have occurred (as applicable): (i) That AVE's Shareholders this Agreement, duly authorized, executed and Board of Directors, delivered by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholdersBroadridge; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at written confirmation from Broadridge that it consents to the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the SellersAcquisition Transaction; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Acquisition Transaction has closed.

Conditions Precedent to Closing. The Commitments of the Lenders shall not become effective unless the following conditions precedent shall have been fulfilled on or prior to October 8, 1998 (or such later Business Day as the parties hereto may mutually agree): (a) The obligations Administrative Agent shall have received the following, each dated the date of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of in form and substance satisfactory to the Lenders and (except for the Notes) in sufficient copies for each of the following conditionsLender: (i) That AVE's representations this Agreement, duly executed by the Borrower, each Bank and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such timeAdministrative Agent; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement the A Notes payable to be performed or complied with by it prior to or at the time order of the ClosingLenders, respectively, duly completed and executed by the Borrower; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and the other Loan Documents to which it is, or is to be, a party, and of all documents evidencing other necessary corporate action with respect to this Agreement, the Notes and such Loan Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement, the Notes and the other Loan Documents to which it is, or is to be, a party; (v) copies of the Restated Articles of Incorporation (or comparable charter document) and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower; (vi) certified copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents; (vii) favorable opinions of: (A) Sidley & Austin, counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(vii)-1 and as to such other matters described as the Majority Lenders, through the Administrative Agent, may reasonably request; (B) King & Spalding, counsel to the Administrative Agent, in Section 7(b)(i) hereinsubstantially the form of Exhibit 3.01(a)(vii)-2 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (ivviii) That AVE's common stock will be listed on such other approvals, opinions and documents as any Lender, through the National Quotation BureauAdministrative Agent, Inc.'s Bulletin Boardmay reasonably request. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein statements shall be true and correct at and the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Administrative Agent shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each the Borrower, dated the date of the Sellers; Closing and in sufficient copies for each Lender, stating that: (i) the representations and warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the date of the Closing as though made on and as of such date, and (iiiii) That DIGITAL no event has occurred and Sellers is continuing that constitutes an Unmatured Default or an Event of Default. (c) The Borrower shall have performed paid (i) all fees under or complied with referenced in Section 2.04 hereof, to the extent then due and payable, and (ii) all agreements, terms costs and conditions required by this Agreement to be performed or complied with by them expenses of the Administrative Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to or at to) the time of Closing Date and AVE Closing. (d) The Borrower shall have received a Certificate paid in full all debt outstanding under the Existing Facility, and the commitments of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of all the Sellers;lenders thereunder shall have been terminated. (ive) That DIGITAL's officers will The Borrower shall have signed non-compete clauses executed and delivered the Other Credit Agreement and the "Loan Documents" referred to therein, and all conditions precedent set forth in the form attached hereto as Exhibit "J";Section 3.01 thereof shall have been satisfied.

Conditions Precedent to Closing. (a) The obligations obligation of DIGITAL and Sellers under this agreement shall be and are the Investor hereunder to purchase the Note at the Closing is subject to fulfillmentthe satisfaction, prior to at or at before the date of the Closing, of each of the following conditions:, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion. (ia) That AVE's representations The Representations and warranties contained herein shall be Warranties of the Company are true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardcorrect. (b) The obligations No event shall have occurred since the date of AVE under this Agreement that could result in, or reasonably be expected to result in a Material Adverse Effect, where “Material Adverse Effect” shall mean any condition, circumstance, or situation that may result in, or would reasonably be and are subject expected to fulfillment, prior to or at the Closing of each of the following conditions: result in (i) That AVE's Shareholders and Board a material adverse effect on the legality, validity or enforceability of Directors, by proper and sufficient vote, shall have approved this Agreement and or the transactions contemplated hereby; approved Note, (collectively, the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; “Transaction Documents”), (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at a material adverse effect on the time results of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each operations, assets, business, prospects or condition (financial or otherwise) of the Sellers; and Company, or (iii) That DIGITAL a material adverse effect on the Company or it’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document. (c) The shares of the Company’s common stock (the “Common Stock”) shall be authorized for quotation or trading on the OTC Markets OTCQB (the “Primary Market”) and Sellers trading in the common stock of the Company shall not have performed been suspended for any reason. (d) The Company is, and has been for a period of at least 90 days immediately prior to the Closing, subject to the reporting requirements of section 13 or complied with all agreements15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). (e) The Standby Equity Distribution Agreement dated February 27, terms 2020 between the Company and conditions required the Investor (the “SEDA”) is in full force and effect. (f) The Company’s registration statement on Form S-3 (File No. 333-232614) under Section 5 of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or another registration statement on a form promulgated by this Agreement the SEC for which the Company then qualifies for the registration of the offer and sale of securities to be performed or complied offered and sold by the Company, as the same may be amended and supplemented from time to time and including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act and any successor registration statement filed by the Company with the SEC under the Securities Act on a form promulgated by them prior the SEC for which the Company then qualifies and which form shall be available for the registration securities to or at be offered and sold by the time of Closing Date and AVE Company, shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of be effective (collectively the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";“Registration Statement”).

Conditions Precedent to Closing. (a) 5.2.1 Conditions in favor of V-Sciences The obligations of DIGITAL and Sellers under this agreement Closing shall be and are subject to fulfillment, the prior to or at the Closing, fulfillment of each of the following conditionsconditions precedent in favor of V-Sciences unless otherwise waived: (ia) That AVE's The representations and warranties of the Company contained herein in Section 7.1 shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects as of the Closing (except that representations and warranties qualified by materiality or a Material Adverse Effect shall be true and correct in all respects). b) The Company shall have performed or and complied with all covenants, agreements, terms obligations and conditions contained in this Subscription Agreement that are required by this Agreement to be performed or complied with by it prior to the Company on or at before such Closing. c) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body that are required in connection with the time lawful issuance and sale of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under Shares pursuant to this Subscription Agreement shall be obtained and are subject to fulfillmenteffective as of such Closing. d) The Company, V-Sciences, any other investor participating in the Series E Round and the other shareholders of the Company representing 85% of all outstanding Shares prior to or at the Closing of each the Series E Financing Round shall have executed and delivered the Shareholders’ Agreement (or a joinder agreement thereto), in substantially the form of Annex 0 hereto. e) The Company, V-Sciences, any other Investor requesting so and the other shareholders of the following conditions:Company named as parties thereto shall have executed and delivered the Registration Rights Agreement (or a joinder agreement thereto), in substantially the form of Annex 5.2.1(e) hereto. f) V-Sciences and any other Investor requesting so shall have received from ▇▇▇▇▇▇▇ ▇▇, counsel for the Company, an opinion, dated as of the date of such Closing, in substantially the form Annex 5.2.1(f) attached to this Subscription Agreement. g) Legal counsel shall have delivered to V-Sciences and any other Investor requesting so a certificate, dated as of the date of such Closing, certifying (i) That AVE's Shareholders and the resolutions of the Board of Directors, by proper and sufficient vote, shall have approved this Directors of the Company approving the Subscription Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors under such Agreement, and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's resolutions of the shareholders of the Company approving the issuance of Series E Preferred Shares and Sellers' representations the Revised Articles of Association in Annex 3.3 h) All corporate and warranties contained herein other proceedings in connection with the transactions contemplated at such Closing and all documents incident thereto shall be true reasonably satisfactory in form and correct at substance to V-Sciences and the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Investors shall have received a certificate all such counterpart original and certified or other copies of DIGITAL and Sellers to such an effect signed by a duly authorized officer documents as reasonably requested. Subscription Agreement regarding AC Immune SA as of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";16 October 2015 10

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers the Parties under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (ia) That AVE's Each of the representations and warranties of the Parties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing Date as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed except for changes permitted or contemplated by a duly authorized officer of DIGITAL and by each of the Sellers; andthis Agreement; (iiib) That DIGITAL and Sellers The Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE the Closing; (c) Weixin BVI shall have received received, and provided a Certificate copy to the Company, an opinion of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses Han Kun Law Offices, Weixin BVI’s counsel in the form People’s Republic of China, and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ BVI’s legal counsel in the British Virgin Islands, substantially in the forms attached hereto as Exhibit "J"A; (d) Prior to Closing the Company shall have engaged a Company-sponsored equity research firm that is mutually acceptable to the Company and Weixin BVI; (e) The Company shall have cancelled 6,679,899 shares of Common Stock and warrants to purchase 7,804,803 shares of Common Stock owned by certain of the Company’s original stockholders (the “Share and Warrant Cancellation”) pursuant to that certain Share and Warrant Cancellation Agreement dated as of the date of this agreement entered into by and among the Company and its stockholders, a copy of which is attached as Exhibit B; (f) The Company shall have conducted an initial closing of the Equity Financing of at least the Minimum Offering Amount; and (g) The Company, Weixin BVI and WestPark shall have entered into a Placement Agent Agreement on mutually acceptable terms for WestPark’s engagement as the placement agent for the Equity Financing; and (h) All agreements and documents required to be executed and delivered at the initial closing of the Equity Financing pursuant to the Placement Agent Agreement shall have been duly executed and delivered by the necessary persons and/or entities prior to the Closing.

Conditions Precedent to Closing. This Agreement shall become effective upon the satisfaction of the following conditions precedent: (a) The obligations Administrative Agent’s receipt of DIGITAL and Sellers under this agreement the following, each of which shall be and are subject to fulfillmentoriginals, prior to telecopies or at the Closingother electronic copies (followed promptly by originals) unless otherwise specified, of each properly executed by a Responsible Officer of the following conditionsBorrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) That AVE's representations executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such timeBorrower; (ii) That AVE a Swing Line Note executed by the Borrower in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time favor of the ClosingSwing Line Lender, and a Committed Loan Note executed by the Borrower in favor of each Lender requesting a Committed Loan Note; (iii) That AVE's directorssuch certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Borrower, General Partner, Bluewater and Pine Prairie is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction as required by proper Section 5.01; (v) favorable opinions of ▇▇▇ ▇▇▇▇▇, Esq., General Counsel of the sole member of the General Partner, and sufficient vote taken either Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special counsel for the Borrower, addressed to the Administrative Agent and each Lender; (vi) the Audited Financial Statements and the Initial Pro Forma Financial Statements; (vii) a certificate signed by consent a Responsible Officer of directors or the Borrower certifying (A) that the condition specified in Section 4.03(a) has been satisfied, (B) the Initial Pro Forma Financial Statements were prepared in good faith upon assumptions deemed reasonable by the Borrower at a meeting duly and properly called and heldthe time made, (C) that no Default shall have properly approved all occurred and be continuing, and (D) that there has been no event or circumstance since the date of the matters described most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to Section 7(b)(i6.07 has been obtained and is in effect; (ix) hereinenvironmental assessment reports, audits and certifications as reasonably requested by Administrative Agent identifying existing and potential environmental concerns and quantifying related costs and liabilities, associated with any Storage Facilities; and (ivx) That AVE's common stock will be listed on such other assurances, certificates, documents, consents or opinions as the National Quotation Bureau, Inc.'s Bulletin BoardAdministrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from the date of the most recent Audited Financial Statements through and including the Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect. (d) The obligations Borrower shall have paid all reasonable fees, charges and disbursements of AVE under counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. (e) Copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of the Registration Statement, including exhibits thereto, as amended through the Closing Date, with any material amendment to any financial statements, projections or forecasts contained therein, or any other material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the initial Registration Statement filed with the SEC reasonably satisfactory in form and substance to Administrative Agent. (f) The Closing Date shall have occurred on or before April 30, 2010. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be and are subject deemed to fulfillmenthave consented to, prior approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, approved by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name or acceptable or satisfactory to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at Lender unless the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Administrative Agent shall have received a certificate of DIGITAL and Sellers to notice from such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them Lender prior to or at the time of proposed Closing Date specifying its objection thereto and AVE shall have the Administrative Agent hereby agrees to promptly provide the Borrower with a copy of any such notice received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Administrative Agent.

Conditions Precedent to Closing. Subject to Section 3.02, the obligation of the Lenders hereunder shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Facility Agent: (a) The obligations each of DIGITAL the Facility Documents duly executed and Sellers under delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Parent and the Portfolio Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below), if any, required in connection with the transactions contemplated by this agreement Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of the board of directors of the Parent approving this Agreement and the other Facility Documents to which the Borrower is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and are subject correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to fulfillment, prior to or at the Closing, incumbency and specimen signature of each of its Responsible Officers authorized to execute the following conditionsFacility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Portfolio Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the best of its knowledge, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the Secured Parties) of (i) Milbank LLP, U.S. counsel to the Borrower and the Portfolio Manager, and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) evidence satisfactory to the Facility Agent that all of the Covered Accounts are in existence; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (j) evidence satisfactory to the Facility Agent that any agreements of the Borrower, other than the Facility Documents, have been terminated and all obligations of the Borrower thereunder have been released; (k) evidence satisfactory to the Facility Agent that all Closing Date Expenses and outstanding fees and expenses of the Collateral Agent have been paid in full; (l) each of the Eligible Hedge Agreements, if any, duly executed and delivered by the parties thereto, which shall each be in full force and effect; (m) delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each initial Collateral Obligation) in accordance with Section 12.20 shall have been effected; (n) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) That AVE's representations the Borrower is the owner of such Collateral free and warranties contained herein shall be true clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date, (B) those granted pursuant to this Agreement and correct at the time of Closing, as if such representations Account Control Agreement and warranties were made at such time(C) Permitted Liens; (ii) That AVE the Borrower has acquired its ownership in all material respects shall have performed or complied with all agreementssuch Collateral in good faith without notice of any adverse claim, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closingexcept as described in clause (i) above; (iii) That AVE's directorsthe Borrower has not assigned, by proper pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement and sufficient vote taken either by consent of directors or at the Account Control Agreement; (iv) the Borrower has full right to grant a meeting duly security interest in and properly called assign and held, shall have properly approved pledge all of its right, title and interest in such Collateral to the matters described in Section 7(b)(i) hereinCollateral Agent; and (ivv) That AVE's common stock will be listed upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to Permitted Liens) perfected security interest in the Collateral; (o) [reserved]; (p) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; and (q) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditionsDate: (i) That AVE's Shareholders and Board each of Directors, by proper and sufficient vote, shall have approved this Agreement the Collateral Quality Tests and the transactions contemplated herebyConcentration Limitations is satisfied; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;and (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received any Collateral Obligation with a certificate of DIGITAL and Sellers Credit Estimate, such Credit Estimate has been assigned by Moody’s, S&P or DBRS within one year prior to such the Closing Date or a request for an effect signed updated Credit Estimate has been submitted by a duly authorized officer of DIGITAL and by each or on behalf of the Sellers; and (iii) That DIGITAL Borrower and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";is pending receipt.

Conditions Precedent to Closing. The Closing shall be subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Lender in its sole discretion, it being agreed and acknowledged by the Borrower and the Guarantor Parties that the Lender shall have no obligation whatsoever to close the transaction provided for in this Agreement unless all such conditions precedent have been satisfied: (a) The obligations the Borrower and Guarantor have executed and delivered the Conveyance Documents as required pursuant to the terms hereof into escrow with K&L Gates LLP (the “Closing Agent”) whose address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ who shall provide satisfactory evidence of DIGITAL and Sellers under this agreement shall be and are subject same to fulfillment, the Lender prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iiib) That AVE's directors, by proper the Borrower and sufficient vote taken either by consent of directors or at a meeting duly Guarantor Parties have delivered to the Lender the additional documents and properly called and held, shall have properly approved all of the matters described information specified in Section 7(b)(i) herein; and3.4 below (including, but not limited to, the contracts set forth in Section 3.4(e); (ivc) That AVE's common stock will be listed on the National Quotation BureauGuarantor has executed and delivered to Lender a Call Option Agreement in form and substance acceptable to the Lender (the “Call Option Agreement”) and, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillmentif applicable, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will thereby have approved such other changes as are consistent with this Agreement and been approved by DIGITAL for submission to AVE stockholdersthe Guarantor Shareholders; (iid) That DIGITAL's the Borrower and Sellers' representations Guarantor Parties have executed and warranties contained herein shall be true and correct at the time delivered a release of Closing claims as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J"“I”; (e) the Transaction Resolution shall have been approved by the requisite number of votes of the Guarantor Shareholders and such resolutions remain in full force and effect and holders of not more than one percent (1%) of the common shares of the Guarantor shall have exercised their right to dissent with respect to the Transaction Resolution in accordance with the Business Corporations Act (British Columbia); (f) the Lender has received a title policy commitment in form and substance acceptable to the Lender; (g) the Lender has received an executed employment agreement for ▇▇▇▇▇ ▇. Blink to serve as an executive officer of the Designee at Closing, which employment agreement is in form and substance acceptable to Lender; (h) the Lender has received a good standing certificate (or its equivalent) for the Borrower and Guarantor from the secretary of state or similar Governmental Authority of the jurisdiction under the laws in which each is organized; (i) the Lender is satisfied that all state and local cannabis licenses required to operate the Loan Collateral will remain in full force and effect before and after being assigned to the Designee at Closing; (j) no Governmental Authority has enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation, determination or award which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof; (k) no Action has been commenced against the Borrower, Guarantor Parties or Lender which would prevent the Closing and no injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby; (l) the Lender has received executed releases, in form and substance acceptable to Lender, of all indebtedness from each holder of the Scheduled Indebtedness (as defined below) and any other holder of Indebtedness (other than trade payables incurred in the ordinary course of business or amounts owing to Lender) owed by Borrower or Guarantor; (m) all representations and warranties of the Borrower or any Guarantor Party contained in this Agreement are true and correct as of the Closing Date and the Borrower and each Guarantor Party have performed and satisfied all covenants contained herein on or before the Closing Date, including the delivery of such information and documentation as is required by this Agreement; and (n) the Borrower and the Guarantor Parties shall have delivered to the Lender such other documents, affidavits, certifications, or instruments as the Lender reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions Precedent to Closing. (a) The All obligations of DIGITAL and Sellers Pur­chaser under this agreement shall be and Agreement are subject to the fulfillment, on or prior to or at the Closingclosing date, of each of the following conditions: (i) 9.1. That AVE's the representations of the Acquired Company and warranties contained herein of the Purchaser shall be true at and correct at as of the time of Closing, closing date as if though such representations and warranties repre­sentations were made at and as of such time; (ii) 9.2. That AVE in all material respects Purchaser shall have performed received a written opinion, dated on the closing date, of counsel representing the Acquired Company, to the effect that the Acquired Company has been duly incorporated and is in good standing under the laws of the State of its organization with a capitalization as repre­sented in this Agreement; that the Acquired Company is duly licensed or complied with qualified to do business in any and all agreementsStates or jurisdictions in which it does business or where in the opinion of Counsel such qualification is required; that such counsel knows of no litigation, terms investigation, or governmental proceeding pending or threatened against the Acquired Company which might result in any material adverse change in the business, properties, or financial condition of the Acquired Company or in any liability on the part of the Acquired Company; and conditions required by that the assignment and delivery of the Shares of the Acquired Company pur­suant to this Agreement will vest in Purchaser all right, title and interest in and to be performed or complied with by it prior to or at the time such Shares, free and clear of the Closing; (iii) That AVE's directorsall liens, by proper encumbrances and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardequities. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) 9.3. That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Purchaser shall have received a certificate of DIGITAL dated on the closing date and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each the President of the Sellers; andAc­quired Company, that since the date of this Agreement the Ac­quired Company has not done or permitted to be done any of the acts or things prohibited by this Agreement; (iii) 9.4. That DIGITAL the auditors and Sellers accountants appointed by the Purchaser to examine the books and records of the Acquired Company shall not as of the closing date have rendered a report to Purchaser stating that the financial condition of Acquired Com­pany is not substantially as represented herein or that in their opinion the Acquired Company has contingent liabilities material in amount beyond that described in the Balance Sheet annexed hereto or as disclosed herein; 9.5. That no claim or liability not fully covered by in­surance shall have performed been asserted against the Acquired Company nor has it suffered any loss on account of fire, flood, accident or complied with other calamity of such a character as to materially adversely af­fect their financial condition, regardless of whether or not such loss shall have been insured, and that Purchaser shall have received on the closing date a certificate signed by the Presi­dent of the Acquired Company so stating; 9.6. That all agreements, terms covenants and conditions required indemnifications made herein by this Agreement the Acquired Company which are to be performed at or complied with by them prior to or at the time of Closing Date and AVE closing shall have received a Certificate of DIGITAL and Sellers to such effect signed by or been duly authorized officer of DIGITAL and by each of the Sellersperformed; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. 10.1 The obligations of RM Eastview under this Agreement to assign the Ground Lease and to perform the other covenants and obligations to be performed by RM Eastview on or before the Closing Date shall be subject to the following conditions (all or any of which may be waived, in whole or in part, by RM Eastview): (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained made by ▇▇▇▇-▇▇▇▇ herein shall be true and correct at in all material respects with the time of Closing, same force and effect as if though such representations and warranties were had been made at such timeon and as of the Closing Date; (iib) That AVE in all material respects RM Eastview shall have performed or all covenants and obligations undertaken by RM Eastview herein in all respects and complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to on or at before the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) hereinClosing Date; and (ivc) That AVE's common stock will ▇▇▇▇-▇▇▇▇ shall have delivered to RM Eastview all of the documents provided herein for said delivery. 10.2 The obligations of ▇▇▇▇-▇▇▇▇ to assume the Ground Lease and to perform the other covenants and obligations to be listed performed by ▇▇▇▇-▇▇▇▇ on or before the National Quotation BureauClosing Date shall be subject to the following conditions (all or any of which may be waived, Inc.'s Bulletin Board.in whole or in part, by ▇▇▇▇-▇▇▇▇): (a) RM Eastview shall have taken, at its sole cost and expense and in a manner reasonably satisfactory to ▇▇▇▇-▇▇▇▇, such necessary action (including but not limited to subdivision of the Land, if required) to cause the Property to be assessed as a separate tax lot; (b) The obligations of AVE under this Agreement County shall be have duly executed, acknowledged and are subject delivered to fulfillment, prior to or at the Closing of each ▇▇▇▇-▇▇▇▇ a landlord estoppel certificate as provided for in Section 22.1 of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholdersGround Lease; (iic) That DIGITAL's The survey of the Property shall include a certification to ▇▇▇▇-▇▇▇▇ and Sellers' its successors and assigns; (d) The representations and warranties contained made by RM Eastview herein shall be true and correct at in all material respects with the time of Closing same force and effect as if though such representations and warranties were had been made at such time on and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each as of the Sellers; andClosing Date; (iiie) That DIGITAL and Sellers RM Eastview shall have performed or all covenants and obligations undertaken by RM Eastview herein in all respects and complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to it on or at before the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersDate; (ivf) That DIGITAL's officers will The Title Company is unconditionally prepared to issue a Title Policy meeting the requirements for an "insurable title" as set forth in Section 3.3 hereof; (g) The Property shall be in compliance with all Environmental Laws; (h) There shall not be any sewer moratorium affecting the Property; and (i) RM Eastview shall have signed nondelivered to ▇▇▇▇-compete clauses in ▇▇▇▇ all of the form attached hereto as Exhibit "J";documents provided herein for said delivery.

Conditions Precedent to Closing. The effectiveness of this Agreement (which shall occur on the Closing Date) is subject to the satisfaction of the following conditions precedent as of the Closing Date on or before [—] (and if the following conditions precedent are not satisfied by such time, this Agreement shall automatically terminate): (a) The obligations each Party shall have received, in a form satisfactory to it, opinions from counsel to the other Party covering due authorization, execution and delivery of DIGITAL the Capital Protection Documents by the other Party, in each case in form and Sellers under substance reasonably satisfactory to such Party; (b) each Party shall have received, in a form satisfactory to it, copies of all Capital Protection Documents duly executed and delivered by the other Party and, where applicable, the Guarantor; (c) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the Custody Agreement duly executed by the Trust and the Custodian; (d) the Capital Protection Provider shall have received an officer’s certificate of the Fund, dated as of the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Capital Protection Provider, executed by the President or any Vice President or any Responsible Officer of the Fund and the Secretary or any Assistant Secretary on behalf of the Fund and which certificate shall include (i) the incumbency and signature of the officers of the Fund executing any Capital Protection Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this agreement shall be Agreement, (ii) true and are subject to fulfillmentcomplete copies of the Organizational Documents and each Prospectus of the Fund and the Organizational Documents of the Trust, prior to certified as of the Closing Date as complete copies thereof by the Secretary or at an Assistant Secretary of the ClosingFund or the Trust, as applicable, (iii) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each of the following conditionsTrust and the Fund (x) in the jurisdiction of its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect with respect to the Fund; (e) the Capital Protection Provider shall have received an officer’s certificate of the Adviser, dated as of the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Capital Protection Provider, executed by the President or any Vice President or any Responsible Officer of the Adviser and the Secretary or any Assistant Secretary on behalf of the Adviser and which certificate shall include (i) the incumbency and signature of the officers of the Adviser executing any Capital Protection Document, or having authorization to execute any certificate, notice or other submission required to be delivered to the Agent or the Capital Protection Provider pursuant to this Agreement, (ii) true and complete copies of the Organizational Documents of the Adviser, certified as of the Closing Date as complete copies thereof by the Secretary or an Assistant Secretary of the Adviser, (iii) certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Adviser (x) in the jurisdiction of its organization and (y) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (y), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect with respect to the Adviser; (f) the Fund shall have received a certificate dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by the Secretary or an Assistant Secretary of the Capital Protection Provider on behalf of the Capital Protection Provider, and which certificate shall include the incumbency and signature of the employees of the Capital Protection Provider authorized to execute on behalf of the Capital Protection Provider any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (g) the Fund shall have received, in a form satisfactory to it, a certificate, dated as of the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Fund, executed by a permanent representative of the Guarantor on behalf of the Guarantor, and which certificate shall include the incumbency and signature of the employees of the Guarantor authorized to execute on behalf of the Guarantor any Capital Protection Document to which it is party, or having authorization to execute any certificate, notice or other submission required to be delivered to the Fund pursuant to this Agreement; (h) the Capital Protection Provider shall have received, in a form satisfactory to it, a copy of the resolutions, in form and substance reasonably satisfactory to the Capital Protection Provider, of the Board of Directors (or analogous body) of the Fund authorizing the execution, delivery and performance of this Agreement and the other Capital Protection Documents to which it is a party, certified on behalf of the Fund by the Secretary or an Assistant Secretary of the Fund, as of the Closing Date, which certification shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), shall be in form and substance reasonably satisfactory to the Capital Protection Provider and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (i) the Capital Protection Provider shall have received, in a form satisfactory to it, a certification that shall be included in the certificate delivered in respect of the Fund pursuant to Section 3.01(d), stating on behalf of the Fund that as of the Closing Date: (i) That AVE's The representations and warranties contained herein shall be in Section 4.01 are true and correct at in all material respects on and as of the time of ClosingClosing Date, as if such representations though made on and warranties were made at such timeas of the Closing Date; (ii) That AVE in all material respects shall have performed No Fund Event or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time Knock-Out Event exists as of the ClosingClosing Date; (iii) That AVE's directorsNo licenses, by proper and sufficient vote taken either by consent of directors authorizations, consents or at a meeting duly and properly called and held, shall have properly approved all approvals as referred to in Section 4.01(n) are required as of the matters described Closing Date or, in Section 7(b)(i) hereinthe case that such documents are required, that they are required and attaching copies thereof; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations Aggregate Protected Amount as of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of Date does not exceed the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholdersMaximum Settlement Amount; (iij) That DIGITAL's the Fund shall have arranged with the Custodian for the Capital Protection Provider and Sellers' the Agent to directly receive the applicable reports and information contained in Schedule II; (k) the representations and warranties made by the Fund and Capital Protection Provider, respectively, contained herein in ARTICLE 4 shall be true and correct at in all material respects on and as of the time Closing Date; (l) each Party shall have received, in a form satisfactory to it, all corporate and other proceedings, and all documents, instruments and other legal matters reasonably requested by such Party evidencing or confirming the accuracy of Closing as if such the representations and warranties were made at by the other parties hereunder or the authority of such time and that there shall have been no Material Adverse Effect with respect other parties to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers enter into this Agreement or the other Capital Protection Document to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellerswhich they are party; and (m) (i) the registration statement of the Fund shall have been filed with the Commission and become effective, (ii) the investment policies and objectives of the Fund as described in the Prospectus contained in such registration statement and the description of the Capital Protection Provider and the Capital Protection Agreement in such Prospectus shall, in each case, be reasonably satisfactory to the Agent, and (iii) That DIGITAL and Sellers the Agent shall have performed or complied determined in its reasonable discretion that any modifications to such Prospectus from the draft most recently filed with all agreements, terms and conditions required by the Commission prior to the date of this Agreement to be performed do not materially change the rights of the Capital Protection Provider under, or complied with by them prior to the terms of, this Agreement. Upon receipt the satisfaction of all documentary conditions precedent and its reasonable satisfaction that all non-documentary conditions precedent have been satisfied on or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by before [—], each of the Sellers; (iv) That DIGITAL's officers Fund and the Capital Protection Provider will confirm in writing to the other that the conditions precedent have signed been satisfied, and upon such written confirmation thereof from the Fund and the Capital Protection Provider on or before [—], the Closing Date shall occur; provided, that such confirmation shall not constitute a waiver of any non-compete clauses in documentary condition that was not satisfied, and the form attached hereto as Exhibit "J";non-defaulting Party shall be entitled to exercise any rights it may have hereunder or under applicable Law arising out of the failure of such condition.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers 4.01 Operating Partnership's obligation under this agreement shall be and are Agreement to consummate the transaction contemplated herein is subject to fulfillment, prior to or at the Closing, fulfillment of each of the following conditions:. (ia) That AVE's The representations and warranties of Pilevsky contained herein shall be true true, accurate and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time as of the Closing; (iii) That AVE's directorsClosing Date, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of except to the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardextent they expressly relate only to an earlier date. (b) The obligations All consents and approvals of AVE under governmental authorities and parties to agreements to which Pilevsky is a party or by which any of his assets is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall be have been obtained and are subject copies thereof shall have been delivered to fulfillment, Operating Partnership at or prior to the Closing. (c) On or at prior to the Closing of each of the following conditions: Date, (i) That AVE's Shareholders and Board Pilevsky shall not have applied for or consented to the appointment of Directorsa receiver, by proper and sufficient vote, trustee or liquidator for himself or any of his assets unless the same shall have approved this Agreement been discharged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; Closing Date, (ii) That DIGITAL's and Sellers' representations and warranties contained herein Pilevsky shall be true and correct at not have admitted in writing an inability to pay his debts as they mature, (iii) Pilevsky shall not have made a general assignment for the time benefit of Closing as if creditors, (iv) Pilevsky shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to him, (v) Pilevsky shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against him in any proceeding under any such representations and warranties were made at law or statute, or had any petition filed against him in any proceeding under any such time and that there law or statute unless the same shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed dismissed, canceled or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them terminated prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Date.

Conditions Precedent to Closing. This Agreement shall become effective on the date (a“Closing Date”) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of that each of the following conditions:conditions has been satisfied (or waived in accordance with this Agreement): (ia) That AVE's representations Each Loan Document shall have been duly executed and warranties contained herein delivered to Administrative Agent by each of the signatories thereto, and each Obligor shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied compliance with all agreements, terms and conditions required by this Agreement of each Loan Document to be performed or complied with by which it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at is a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardparty. (b) The obligations of AVE under this Agreement Administrative Agent shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: have received (i) That AVE's Shareholders acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, or arrangements reasonably satisfactory to Administrative Agent for such filings and Board of Directors, by proper and sufficient vote, recordations shall have approved this Agreement been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to Administrative Agent for the transactions contemplated hereby; approved the contemplated reverse split payment of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors such fees and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL taxes shall have been made), and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's subject to Section 10.1.15, UCC and Sellers' representations Lien searches and warranties contained herein shall be true and correct at termination documents or other evidence reasonably satisfactory to Administrative Agent that such Liens are the time of Closing as if such representations and warranties were made at such time and that there only Liens upon the Collateral, except Permitted Liens. (c) Administrative Agent shall have been no Material Adverse Effect received Lien Waivers with respect to DIGITALany location where Eligible Spare Parts Inventory is held (other than Inventory located at customer locations in the Ordinary Course of Business); provided that no such Lien Waiver is required so long as a Rent and York Charges Reserve has been deducted from the Borrowing Base in respect of such Eligible Spare Parts Inventory. (d) Subject to Section 10.1.15, Administrative Agent shall have received duly executed Deposit Account Control Agreements on each Deposit Account (other than an Excluded Account and the Secured Notes Collateral Account) (i) that is a collections account and (ii) as required by Section 8.6, Securities Account Control Agreements and agreements establishing each Dominion Account and, if applicable, related lockbox, in form and substance reasonably satisfactory to Administrative Agent. (e) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of the Company certifying that, as of the Closing Date, after giving effect to the Transactions (including, without limitation, any initial Loans made or Letters of Credit issued or Existing Letters of Credit deemed issued hereunder on the Closing Date), the Company and its Subsidiaries, taken as a whole, are Solvent. (f) Administrative Agent shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer Senior Officer of DIGITAL and by each Obligor, certifying as of the SellersClosing Date (i) that attached copies of such Person’s Organizational Documents, as applicable, are true and complete, and in full force and effect, without amendment except as shown; and (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) That DIGITAL to the title, name and Sellers shall have performed or complied with all agreementssignature of each Person authorized to sign the Loan Documents on behalf of such Person, terms and conditions required as applicable. Administrative Agent may conclusively rely on this certificate until it is otherwise notified by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE such Person in writing. (g) Administrative Agent shall have received a Certificate written opinion of DIGITAL ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, in form and Sellers substance reasonably satisfactory to Administrative Agent. (h) Administrative Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such effect signed Person’s jurisdiction of organization. Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization as of a reasonably recent date. (i) Subject to Section 10.1.15, Administrative Agent shall have received certificates of insurance for the insurance policies carried by Obligors reasonably satisfactory to Administrative Agent, as well as all necessary endorsements naming Administrative Agent as an additional insured and lender loss payee with respect to the Collateral, as the case may be, all in compliance with the Loan Documents. (j) No event shall have occurred or circumstance exist since December 31, 2017 that has or would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (k) Borrowers shall have paid all reasonable and documented costs and expenses of the Lead Left Arranger, Administrative Agent and Lenders (including, without limitation, reasonable and documented fees (including such fees agreed upon in the Engagement Letter), disbursements and other charges of one firm of counsel for Administrative Agent, the Lead Left Arranger and their Affiliates, due diligence expenses, the costs of lender meetings, and the audit and appraisal fees and expenses (including, without limitation, reasonable and documented costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) for Administrative Agent) for which invoices with reasonable detail and supporting documentation have been presented at least 1 Business Day prior to the Closing Date. (l) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized officer Senior Officer of DIGITAL and by each Borrower certifying that, as of the Sellers;Closing Date, upon the Borrowing of Loans, giving effect to the issuance or deemed issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith and therewith, as well as any payables stretched beyond their customary payment practices, on the Closing Date Excess Availability (based on the Borrowing Base Report described in clause (r) below) shall be at least $10,000,000. (m) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, certifying that, as of the Closing Date, the conditions specified in Sections 6.1(s) and (u) and Sections 6.2(a) and (b) are satisfied. (n) Administrative Agent and Lenders shall have received (i) pro forma consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, giving effect to the initial funding of Loans, issuance of Letters of Credit and the funding of the Secured Notes on or before the Closing Date, (ii) forecasts prepared by management of the Borrowers (each in form reasonably satisfactory to Administrative Agent and the Lenders, and evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3) of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement, (iii) Audited Financial Statements, (iv) That DIGITAL's officers will the unaudited consolidating financial statements of the Borrowers as of and for each Fiscal Year ended December 31, 2017, December 31, 2016 and December 31, 2015 and (v) unaudited consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, for the Fiscal Quarter ended March 31, 2018. (o) Administrative Agent and Lenders shall be reasonably satisfied with the capital structure of the Company and its Subsidiaries. (p) Each Lender shall have signed nonreceived internal credit approval for the extension of credit under this Agreement. (q) (i) Administrative Agent shall have received, at least 3 Business Days prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-compete clauses money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested in writing at least 5 Business Days prior to the Closing Date by Administrative Agent or any Lender; (ii) at least 3 Business Days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to Administrative Agent and each Lender that so requests in writing at least 5 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower and (iii) Administrative Agent shall have received reasonably satisfactory background checks on key members of management of each Borrower. (r) Administrative Agent shall have received a Borrowing Base Report dated as of May 31, 2018 in form and substance reasonably satisfactory to it, including aging reports for the Eligible Accounts Receivable. (s) There is no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that (a) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (b) relates to this Agreement, any other Loan Document or any Transaction. (t) Administrative Agent shall have received a certificate, in form attached hereto and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, (i) either (x) attaching copies of all consents and approvals required in connection with the execution, delivery and performance by any Obligor and the validity against any such Obligors of the Loan Documents to which it is a party, and such consents and approvals shall be in full force and effect, or (y) certifying that no such consents, licenses or approvals are so required and (ii) certifying no law or regulation is applicable that could restrain, prevent or impose any material adverse conditions on the Obligors. (u) After giving effect to the Transactions, neither the Company nor its Subsidiaries shall have any Material Debt for borrowed money other than (i) the Secured Notes, (ii) the Senior Notes and (iii) this Agreement. (v) The Lenders shall have received the fees required to be paid under Section 3.2.4. Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the conditions specified in this Section 6.1, each Lender and Issuing Bank that has executed and delivered (and, as Exhibit "J";applicable, released from escrow) its signature page to this Agreement shall be deemed to (i) have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender and Issuing Bank and (ii) have received internal credit approval for the extension of credit under this Agreement, in each case, unless Administrative Agent shall have received notice from such Lender or Issuing Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing. 5.1 Conditions to the Obligations of each Party The respective obligations of the Parties to effect the Closing as provided in Section 6 shall be subject to the satisfaction or waiver (where permissible) of all of the following Closing Conditions: a) All governmental approvals (other than the approval as set forth in Section 7.1a)) shall have been obtained or, where relevant, any waiting period under the applicable merger control or foreign investment Laws shall have expired or been terminated by the competent authorities; b) No action shall be pending and no order, injunction or decree of any competent court, administrative body or arbitration tribunal exists which seeks to enjoin, restrain, impede or levy a substantial difficulty on the consummation of the transactions contemplated hereunder; c) Any stock option plans of any Group Company have been terminated; and d) The employment agreements of the Key Employees shall have been amended and renewed according to the form of Annex 6.2e). 5.2 Conditions Precedent regarding the Obligations of the Buyer The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each Buyer regarding the performance of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE transactions contemplated under this Agreement shall be and are subject to fulfillment, prior to the satisfaction or at waiver by the Closing Buyer (where permissible) of each all of the following conditionsClosing Conditions: (ia) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' The representations and warranties contained herein shall be of the Sellers made in this Agreement are in all respects true and correct at on the time of Closing as if such date on which these representations and warranties were made at such time and that there of the Sellers have been made; b) The Sellers shall have been no complied in all respects with its obligations and covenants under this Agreement on or before Closing; and c) No Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";occurred.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers 4.01 Operating Partnership's obligation under this agreement shall be and are Agreement to consummate the transactions contemplated herein is subject to fulfillment, prior to or at the Closing, fulfillment of each of the following conditions:. (ia) That AVE's The representations and warranties of Pilevsky contained herein shall be true true, accurate and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time as of the Closing; (iii) That AVE's directorsClosing Date, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of except to the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardextent they expressly relate only to an earlier date. (b) The obligations All consents and approvals of AVE under governmental authorities and parties to agreements to which Pilevsky is a party or by which any asset owned by Pilevsky is bound that are required with respect to the consummation of the transactions contemplated by this Agreement shall be have been obtained and are subject copies thereof shall have been delivered to fulfillment, Operating Partnership at or prior to the Closing. (c) On or at prior to the Closing of each of the following conditions: Date, (i) That AVE's Shareholders and Board Pilevsky shall not have applied for or consented to the appointment of Directorsa receiver, by proper and sufficient vote, trustee or liquidator for himself or any of his assets unless the same shall have approved this Agreement been discharged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; Closing Date, (ii) That DIGITAL's and Sellers' representations and warranties contained herein Pilevsky shall be true and correct at not have admitted in writing an inability to pay his debts as they mature, (iii) Pilevsky shall not have made a general assignment for the time benefit of Closing as if creditors, (iv) Pilevsky shall not have been adjudicated a bankrupt or insolvent, or had a petition for reorganization granted with respect to Pilevsky, (v) Pilevsky shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against him in any proceeding under any such representations and warranties were made at law or statute, or had any petition filed against him in any proceeding under any such time and that there law or statute unless the same shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed dismissed, canceled or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them terminated prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Date.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall Debentureholder will only be and are subject obliged to fulfillment, prior to or at the Closing, of each of the following conditionssubscribe for Debentures if: (i) That AVE's representations the Debentureholder, in its sole discretion, acting reasonably and warranties contained herein in good faith, shall be true satisfied with their due diligence review with respect to the business, assets, financial condition and correct at affairs of the time of Closing, as if such representations Issuer and warranties were made at such timethe Group; (ii) That AVE prior to the Closing, the Debentureholder has received all of the documents listed in Schedule 2 (Conditions Precedent) in form and substance reasonably satisfactory to it (in its discretion), save for the documents listed in Clause 4.2(a)(ii) (Closing Procedure); (iii) on each of the date hereof and on the Closing Date, no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Issuer or prohibiting the sale of the Debentures or the issue of Shares issuable thereunder in accordance with the terms of the Debenture Certificate and no proceeding for such purpose being pending or, to the knowledge of the Issuer, threatened by any Governmental Authority or the Stock Exchange; (iv) on each of the date hereof and on the Closing Date: (A) the representations and warranties of the Issuer in this Agreement are true, accurate and correct at, and as if made on, such date, (B) the Issuer has performed all material respects shall have performed or complied with all agreements, terms and conditions required by of its respective obligations under this Agreement to be performed on or complied with by it prior to or at before such date and on the time Closing Date, and (C) there has been no material breach of any of the Closingobligations of the Issuer under this Agreement; (iiiv) That AVE's directorson the Closing Date, by proper and sufficient vote taken either by consent no Default is continuing or would result from the issue of directors or at a meeting duly and properly called and held, the Debentures; (vi) there has been no Material Adverse Change; (vii) the Debentureholder shall have properly approved received at the Closing Time favourable legal opinions addressed to the Debentureholder dated and delivered on the Closing Date from the Issuer's legal counsel, and from local counsel, in each case in form and substance satisfactory to the Debentureholder (in its discretion), acting reasonably, with respect to the following matters: (1) with respect to the Issuer (A) the enforceability of the Debenture Documents; (B) the creation and valid issuance of the Debentures; (C) corporate matters related to the Issuer and its Material Subsidiaries; and (D) such matters that are customary in transactions similar to the offering of the Debentures, subject to customary assumptions, qualifications and limitations; (2) with respect to each Material Subsidiary (A) being a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated, continued or formed, as the case may be, and having all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; (B) in respect of title to and rights in the Properties and Permits applicable to each Material Subsidiary; (C) as to its authorised and issued and outstanding capital; (D) all of its issued and outstanding shares being registered, directly or indirectly, in the name of the Issuer; and (E) such matters described that are customary in Section 7(b)(itransactions similar to the offering of the Debentures, subject to customary assumptions, qualifications and limitations. (viii) hereinthe Issuer having paid: (1) the reasonable out-of-pocket due diligence fees and expenses of legal counsel retained by the Lead Subscriber up to a maximum of US$75,000 (excluding disbursements and applicable taxes); and (2) the reasonable out-of-pocket fees and expenses of UK legal counsel retained by the Lead Subscriber up to a maximum of £20,000 (excluding disbursements and applicable taxes); (ix) in the Debentureholder’s opinion (acting in good faith), since the date of this Agreement there has been no adverse change in the financial markets in the United States which would reasonably be considered material in the context of the issue of the Debentures and the purchase thereof by the Debentureholder; (x) the Issuer having obtained all required regulatory (including Stock Exchange) and corporate approvals, and all requisite third-party consents, to permit the completion of the transactions contemplated hereby; and (ivxi) That AVE's common stock will on or prior to the Closing, the Debentureholder has received the documents listed in Clause 4.2(a)(ii) (Closing Procedure) to be listed on the National Quotation Bureau, Inc.'s Bulletin Boardheld in escrow pending Closing. (b) The obligations of AVE under this Agreement Debentureholder shall be and are subject to fulfillment, prior to notify the Issuer promptly upon receipt by or at the Closing of each on behalf of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation Debentureholder of all of AVE's current directors the documents and the election of up other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;it. (iic) That DIGITAL's The Debentureholder may, in its absolute discretion and Sellers' representations upon such terms as it thinks fit, waive compliance with the whole or any part of this Clause 4.1 (Conditions Precedent to Closing). (d) If, on the Closing Date, any of the conditions precedent provided in Clause 4.1(a) have not been satisfied, nor waived as provided in Clause 4.1(c), then the Debentureholder shall, at its election, be relieved of all its obligations under Clause 3.2 (Undertaking to Subscribe) to subscribe for the Debentures under this Agreement, without prejudice to its right to seek indemnification for damages suffered by the Debentureholder as a result of, or any other remedy the Debentureholder may have in connection with, and warranties contained herein shall be true and correct at default or non-compliance of the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers Issuer’s obligations hereunder prior to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; andtermination. (iiie) That DIGITAL and Sellers An election by the Debentureholder under Clause 4.1(d) shall not operate as a waiver of any rights the Debentureholder may have performed by reason of such failure to satisfy or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";fulfilment.

Conditions Precedent to Closing. (a) The obligations Company’s obligation to complete the purchase and sale of DIGITAL the Shares and Sellers under this agreement deliver such stock certificate(s) to a Purchaser at the Closing shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: , any one or more of which may be waived in writing by the Company: (i) That AVE's receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder by such Purchaser; (ii) that the representations and warranties contained made by such Purchaser herein shall be true and correct at the time of Closing, are accurate as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; Closing Date; (iii) That AVE's directors, by proper that such Purchaser has fulfilled undertakings and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, covenants set forth herein required to be fulfilled prior to the Closing; (iv) such Purchaser shall have properly approved executed and delivered to the Company the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which such Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the Securities Act; (v) no proceeding challenging this Agreement or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (vi) the sale of Shares to such Purchaser shall not be prohibited by any law or governmental order or regulation; (vii) such Purchaser has received a copy of the Private Placement Memorandum and the Company Disclosure Letter; and (viii) the Acquisition and all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on transactions contemplated by the National Quotation Bureau, Inc.'s Bulletin BoardAcquisition Agreement shall have been consummated pursuant to the terms thereof. (b) The obligations Each Purchaser’s obligation to accept delivery of AVE under this Agreement such stock certificate(s) and to pay for the Shares evidenced thereby shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: : (i) That AVE's Shareholders that the representations and Board warranties made by the Company herein are accurate as of Directors, by proper the Closing Date; (ii) that the Company has fulfilled all undertakings and sufficient vote, covenants set forth herein required to be fulfilled prior to the Closing; (iii) that the Acquisition shall have approved been completed; (iv) that the Common Stock shall be quoted by at least three market-makers on the OTC Bulletin Board within five (5) days of the Closing Date; (v) the absence of any Material Adverse Change (as defined in Section 4.22) affecting the Company since December 31, 2007; (vi) no proceeding challenging this Agreement and or the transactions contemplated hereby; approved hereby or thereby or seeking to prohibit, alter, prevent or materially delay the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (vii) the sale of Shares to DIGITALsuch Purchaser shall not be prohibited by any law or governmental order or regulation; and York (viii) that the Placement Agent shall have received the opinion of Sonfield & Sonfield, the Company’s outside counsel, dated as of the Closing Date, substantially covering the matters set forth in Exhibit 2 attached hereto; (ix) that the Company shall have delivered to the Placement Agent a certificate of DIGITAL evidencing the formation and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each good standing of the SellersCompany and of Flotation in their respective jurisdictions of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date; and (iiix) That DIGITAL and Sellers that the Company shall have performed delivered to the Placement Agent a certificate evidencing the Company’s and Flotation’s qualification as a foreign corporation and good standing issued by the Secretary of State (or complied comparable office) of each jurisdiction in which the Company and Flotation conducts business, as of a date within ten (10) days of the Closing Date; (xi) that the Company shall have delivered to the Placement Agent a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date; (xii) that the Company shall have delivered to the Placement Agent a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (x) the resolutions consistent with all agreementsSection 4.4 as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Placement Agent, terms (y) the Certificate of Incorporation, as amended and conditions required by this Agreement to be performed or complied with by them prior to or (z) the Bylaws, each as in effect at the time Closing. The Company shall provide copies of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each any of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses documents referred to in the form attached hereto as Exhibit "J";this Section 3.3 to any Purchaser upon such Purchaser’s request.

Conditions Precedent to Closing. 4.1 The obligation of Rogers to complete the transactions referred to above is conditional on the following: (aA) The obligations the representations and warranties of DIGITAL and Sellers under this agreement @Home set out in Part 5 below shall be true on the closing date as if made at and as of such date; (B) Obtaining the approval of the board of directors of Rogers on or before March 17,1997; (C) No action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit the purchase by Rogers or the sale by @Home of the Series C Shares and the Warrants or the grant of the Licenses to Rogers; (D) As part of the closing procedures regarding the transactions contemplated herein, @Home shall execute and deliver the form of stock purchase agreement distributed in connection with @Home's Series C Convertible Preferred Stock offering for the purchase of the Series C Shares and the Warrants and related documents providing the customary representations and warranties and covenants generally provided to a purchaser of shares from an issuer provided that the form of stock purchase agreement and other definitive documents for the sale and issuance of the Series C Shares and the Warrants are subject to fulfillment, prior to or at the Closing, of each final approval of the following conditionsBoard of Directors of Rogers; (E) Rogers shall have completed its due diligence to the extent set out in paragraph 2.8 above and the due diligence shall not have revealed any fact, matter, omission or misstatement of such a material nature as to lead a prudent person operating an Internet Service in circumstances similar to those of Rogers and involved in a transaction such as the one contemplated herein to conclude in its own best interests, that the transaction should not be completed; and (F) Simultaneously with the closing of the transactions set out herein by Rogers, Shaw shall complete its obligations set out herein. 4.2 The obligation of Shaw to complete the transactions referred to above is conditional upon: (iA) That AVE's the representations and warranties contained herein of @Home set out in Part 5 below shall be true and correct at the time of Closing, on closing date as if made at and as of such date; (B) Obtaining the approval of the board of directors of Shaw on or before March 17, 1997; (C) No action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit the purchase by Shaw or the sale by @Home of the Series C Shares and the Warrants or the grant of the Licenses to Shaw; (D) As part of the closing procedures regarding the transactions contemplated herein, @Home shall execute and deliver the form of stock purchase agreement distributed in connection with @Home's Series C Convertible Preferred Stock offering for the purchase of the Series C shares and the Warrants and related documents providing the customary representations and warranties were made at such timeand covenants generally provided to a purchaser of shares from an issuer provided that the form of stock purchase agreement and other definitive documents for the sale and issuance of the Series C Shares and the Warrants are subject to the final approval of the Board of Directors of Shaw; (iiE) That AVE in all material respects Shaw shall have performed completed its due diligence to the extent set out in paragraph 2.8 above and the due diligence shall not have revealed any fact, matter, omission or complied misstatement of such a material nature as to lead a prudent person operating an Internet Service in circumstances similar to those of Shaw and involved in a transaction such as the one contemplated herein to conclude in its own best interests, that the transaction should not be completed; and (F) Simultaneously with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time closing of the Closingtransactions set out herein by Shaw, Rogers shall complete its obligations set out herein. 4.3 The obligation of @Home to complete the transactions referred to above is conditional upon: (A) Obtaining the approval of the board of directors of @Home on or before March 20, 1997; (iiiB) That AVE's directorsNo action or proceeding shall be pending or threatened by any person, company, firm, government authority, regulatory body or agency to enjoin or prohibit the purchase by proper Rogers or Shaw or the sale by @Home of the Series C Shares and sufficient vote taken either by consent the Warrants or the grant of directors or at a meeting duly the Licenses to Rogers and properly called and held, Shaw; (C) Home shall have properly approved all completed its due diligence to the extent set out in paragraph 2.8 above and the due diligence shall not have revealed any fact, matter, omission or misstatement of such a material nature as to lead a prudent person operating an Internet Service in circumstances similar to those of @Home and involved in a transaction such as the one contemplated herein to conclude in its own best interests, that the transaction should not be completed; (D) the representations and warranties of Rogers and Shaw set out in Part 5 below shall be true on the closing date as if made at and as of such date; (E) Simultaneously with the closing of the matters described in Section 7(b)(i) transactions set out herein by @Home, Rogers and Shaw shall complete their respective obligations set out herein; and (ivF) That AVEAs part of the closing procedures regarding the transaction contemplated herein, Rogers and Shaw shall execute and deliver the form of stock purchase agreement distributed in connection with @Home's common stock will be listed on Series C Convertible Preferred Stock offering for the National Quotation Bureaupurchase of the Series C Shares and Warrants and related documents providing customary representations and warranties and covenants generally provided by a purchaser to an issuer of shares, Inc.'s Bulletin Board. (b) The obligations provided that the definitive documents for the sale and issuance of AVE under this Agreement shall be the Series C Shares and related documents of the Warrants are subject to fulfillment, final approval of @Home's Board of Directors prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";closing.

Conditions Precedent to Closing. This Agreement shall become effective if the Administrative Agent shall have received all of the following each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time A counterpart of Closing, as if such representations and warranties were made at such time; this Agreement signed on behalf of each party hereto or (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by written evidence (which may include facsimile transmission of a signed signature page of this Agreement to be performed or complied with by it prior to or at the time Agreement) that each party hereto has signed a counterpart of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardthis Agreement. (b) The obligations Certified copies of AVE under resolutions of the Board of Directors or equivalent managing body of the Company approving the transactions contemplated by this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each all documents evidencing other necessary organizational action of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved Company with respect to this Agreement and the transactions documents contemplated hereby; approved . (c) A certificate of the contemplated reverse split Secretary or an Assistant Secretary of AVE's outstanding Common Stock; approved Company certifying (A) the resignation names and true signatures of all the officers of AVE's current directors and the election of up Company authorized to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with sign this Agreement and approved the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Company, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by DIGITAL for submission to AVE stockholders;the Company of this Agreement and the documents contemplated hereby. (iid) That DIGITAL's and Sellers' A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Company stating that (A) the representations and warranties contained herein shall be true in Section 4.01 are correct on and correct at as of the time date of Closing such certificate as if though made on and as of such representations date, (B) no Default or Event of Default has occurred and warranties were made at is continuing on the date of such time certificate and that there shall (C) all required governmental and third party consents and approvals in connection with this Agreement have been no Material Adverse Effect with respect obtained and are in full force and effect. (e) A favorable opinion of Sidley Austin LLP, counsel for the Company, in form and substance reasonably acceptable to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each the Administrative Agent. (f) For the account of the Sellers; andparties entitled thereto, payment of all fees and other amounts payable pursuant to the Fee Letters. (iiig) That DIGITAL and Sellers shall have performed or complied with all agreementsA Note, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed duly executed by or duly authorized officer of DIGITAL and by each on behalf of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Company and made payable to each Bank that has requested a Note.

Conditions Precedent to Closing. (a) The obligations of DIGITAL DISTRIBUTORS and Sellers the STOCKHOLDERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations PACIFIC's, HOLDINGS' and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVEMANAGEMENT'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; andtime; (iiiii) That DIGITAL PACIFIC, HOLDINGS and Sellers MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE the Closing; (iii) That DISTRIBUTORS shall have received a Certificate of DIGITAL legal opinion from counsel to HOLDINGS and Sellers to such effect signed by or duly authorized officer of DIGITAL PACIFIC that the representations and by each warranties contained in Sections 3(a), (b), (g), (j), and (p), and Sections 4(a), (b), (c) (d) and (e) are true and correct as of the SellersClosing Date, and that the actions described in Section 6(a)(iv) and Section 6(a)(v) herein can be effected without approval of PACIFIC's stockholders; (iv) That DIGITALPACIFIC shall have made all necessary filings and given all necessary notices, including without limitation the notice of the reverse split required by Rule 10b-17 under that Act, and the notice to its stockholders of the transactions referenced herein; (v) That PACIFIC's officers Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; previously consummated approved the reverse split of PACIFIC's outstanding Common Stock without changing either the authorized shares or the par value; approved the resignation of all of PACIFIC's current directors and the election of up to five designees of DISTRIBUTORS to serve as directors in place of PACIFIC's current directors; and will have signed non-compete clauses approved such other changes as are consistent with this Agreement and approved by DISTRIBUTORS; and (vi) That HOLDINGS' Board of Directors and Shareholder, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the resignation of all of HOLDINGS' current directors and the election of up to five designees of DISTRIBUTORS to serve as directors in place of HOLDINGS' current directors; and will have approved such other changes as are consistent with this Agreement and approved by DISTRIBUTORS. (b) The obligations of HOLDINGS, PACIFIC and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or at the form Closing of each of the following conditions: (i) That DISTRIBUTORS' and the STOCKHOLDERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time; and (ii) That DISTRIBUTORS and the STOCKHOLDERS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That HOLDINGS shall have entered into for delivery at the Closing, the Consulting Agreements attached hereto as Exhibit "J";F and Exhibit G. (iv) That no STOCKHOLDER shall have exercised its dissenters rights under the GCL.

Conditions Precedent to Closing. (a) The obligations A. In addition to any conditions provided in other provisions of DIGITAL this Agreement, Purchaser’s obligation to purchase the Project is and Sellers under this agreement shall be and are subject to fulfillment, prior to or at conditioned on the Closing, of each of the following conditionsfollowing: (i) That AVE's representations The due performance by Seller, in every material respect, of each and warranties contained herein shall every covenant, undertaking and agreement to be true performed by it hereunder and correct the truth, in every material respect, of each representation and warranty made in this Agreement by Seller at the time as of Closing, which the same is made and as of the Closing as if such representations made on and warranties were made at such time;as of the Closing. (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it at no time prior to or at the time Closing shall any of the Closing;following have been done by or against or with respect to Seller and/or Tenants: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) That AVE's directors, by proper The existence of no exceptions to title or title defects which (x) are not Permitted Exceptions and sufficient vote taken either by consent of directors (y) would have a material adverse effect on Purchaser’s ownership or at a meeting duly and properly called and held, shall have properly approved all of Purchaser’s ability to finance the matters described in Section 7(b)(i) herein; andProject. (iv) That AVE's common stock will be listed on between the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each date of the following conditions: (i) That AVE's Shareholders and Board execution of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated herebyClosing, Seller shall: (a) not, without first obtaining the written consent of Purchaser, enter into any contracts, agreements or leases pertaining to the Project; approved (b) not amend, waive any rights under, modify or terminate the contemplated reverse split Leases; (c) not convey any Intangible Property or remove from the Project any of AVE's outstanding Common Stockthe Personal Property; approved and (d) maintain and not cancel or permit cancellation of any hazard or liability insurance carried with respect to the resignation Project or its operation. (v) The physical condition of the Project shall be the same on the Closing Date as on the Effective Date, reasonable wear and tear excepted. (vi) The execution and delivery of the A&R Easement Agreement in all of AVE's current directors and material respects in the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and form approved by DIGITAL for submission to AVE stockholders;Seller, Seller’s mortgagee and Purchaser in accordance with Section 7.D hereof. (iivii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at The Title Company is prepared to issue the time of Closing as if such representations and warranties were made at such time and that there shall Title Policy. (viii) There have been no Material Adverse Effect with respect to DIGITAL; material adverse changes in the financial condition of CF or Lundbeck between the Effective Date and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by the Closing. (ix) Seller request from each Tenant of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with Building an estoppel certificate in all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses material respects in the form attached hereto as Exhibit "J";L (each, a “Tenant Estoppel Certificate”) dated no more than thirty (30) days prior to the Closing Date and, at a minimum, shall deliver to Purchaser such estoppel certificates from CF and Lundbeck disclosing no matters having a material adverse impact on the Project. (x) Seller shall deliver to Purchaser an estoppel certificate from the Parkway North Owners’ Association, an Illinois not-for-profit corporation, in all material respects in the form attached hereto as Exhibit U (the “Association Estoppel Certificate”), disclosing no matters having a material adverse impact on the Project. B. In addition to any conditions provided in other provisions of this Agreement, Seller’s obligation to sell the Project to Purchaser is and shall be conditioned on the following: (i) The due performance by Purchaser, in every material respect, of each and every covenant, undertaking and agreement to be performed by it hereunder and the truth, in every material respect, of each representation and warranty made in this Agreement by Purchaser at the time as of which the same is made and as of the Closing as if made on and as of the Closing. (ii) That at no time prior to the Closing shall any of the following have been done by or against or with respect to Purchaser: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) The execution and delivery of the A&R Easement Agreement, the Relocation Agreement, the Master Lease and the Sublease in all material respects in the form approved by Seller, Seller’s mortgagee and Purchaser in accordance with Section 7.D hereof. C. Either party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such party. No such waiver shall reduce the rights or remedies of a party by reason of any breach by the other party (but if a condition is waived, the party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). In the event that for any reason any item required to be delivered to a party by the other party hereunder shall not be delivered when required, then such other party shall nevertheless remain obligated to deliver the same to the first party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first party of any such requirement. If any of the aforesaid conditions is not fulfilled (or waived in writing) pursuant to the terms of this Agreement, then the party in whose favor such condition exists may terminate this Agreement and (i) provided the failure of such condition is not due to a default by the non-terminating party under this Agreement, upon such termination, Seller and Purchaser shall be released from further obligation or liability hereunder (except for those obligations and liabilities which expressly survive such termination), and (ii) provided that such termination is not due to Purchaser’s default hereunder, the ▇▇▇▇▇▇▇ Money shall be paid to Purchaser and this Agreement shall be null and void.

Conditions Precedent to Closing. Date The effectiveness of this Agreement is subject to and conditional upon the prior satisfaction of the following conditions precedent: (a) The obligations duly executed copies of DIGITAL this Agreement and Sellers under this agreement shall all of the other Loan Documents will have been delivered to the Lender; (b) duly executed copies of the Security will have been delivered to the Lender, all certificates, if any, representing all Equity Interests or other securities pledged (along with stock powers duly executed in blank) by the Restricted Parties will have been delivered to the Lender and such financing statements or other registrations of the Security, or notice thereof, will have been filed and/or registered, entered or recorded in all offices of public record necessary or desirable in the opinion of the Lender to preserve or protect the charges and security interests created thereby, in each case, that are required to be delivered on the Closing Date; (c) the Lender will have completed and are subject have been satisfied with their business, insurance tax, environmental, financial model and legal due diligence with respect to fulfillment, prior to or at the Closing, Group Members (including receiving copies of the Organizational Documents of each of the following conditions: Excluded Foreign Subsidiaries) and the results of such due diligence will be satisfactory to the Lender; (id) That AVE's representations a duly executed Compliance Certificate will have been delivered to the Lender confirming that the Borrower is in compliance with the financial covenants in Section 8.02; - 51 - (e) the Lender will have received certificates of insurance acceptable to the Lender showing, inter alia, the Lender as first loss payee and warranties contained herein shall be true and correct at the time of Closingadditional insured, as if such representations applicable, as its interest may appear on all Property and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time third party liability insurance policies of the Closing; Restricted Parties; (iiif) That AVE's directorsa currently dated letter of opinion of ▇▇▇▇▇▇▇▇’s Counsel and of local counsel to the Restricted Parties in the United States as to such matters and in such form as Lender’s Counsel, by proper acting reasonably, deems appropriate addressed to the Lender and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and ▇▇▇▇▇▇’s Counsel will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission been delivered to AVE stockholders; the Lender; (iig) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall Lender will have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL each Restricted Party, certifying, inter alia: (i) copies of its Organizational Documents, (ii) the resolutions authorizing the execution and by delivery of, and performance by, such Restricted Party of its obligations under the Loan Documents to which such Restricted Party is a party and the transactions contemplated therein; (iii) a certificate as to the incumbency of the officers of such Restricted Party executing the Loan Documents to which it is a party and any other documents or instruments to be provided pursuant to the provisions of the Loan Documents; and (iv) such Restricted Party has received all shareholder, regulatory, governmental and other approvals required in order for such Restricted Party to enter into the Loan Documents to which it is a party and to perform its obligations thereunder; (h) a certificate of status (or equivalent) in respect of each of the SellersRestricted Parties will have been delivered to the Lender; and (iiii) That DIGITAL the representations and Sellers shall warranties deemed to be made pursuant to Section 7.01 will be true and correct and an officer of the Borrower will have performed certified as such to the Lender; (j) no Default or complied with all agreementsEvent of Default will have occurred and be continuing on the Closing Date, terms and conditions required by or would result from any Restricted Party’s entry into this Agreement or the transactions contemplated hereunder and an officer of the Borrower will have certified as such to the Lender; (k) no Material Adverse Change will have occurred and be existing and an officer of the Borrower will have certified as such to the Lender; (l) the Lender will have received evidence satisfactory to the Lender that all Debt of the Group Members (other than Permitted Debt) has been repaid and performed or complied in full; (m) releases, discharges, estoppels and postponements that are required (if any) in the discretion of the Lender (in registerable form where necessary) with by them prior respect to or at all Encumbrances affecting the time Collateral that are not Permitted Encumbrances, if any, will have been delivered to the Lender; (n) the Lender will have received payment of all fees and expenses payable to the Lender that are due and payable on the Closing Date (including (i) the upfront fee payable pursuant to the Fee Letter, and AVE shall have received a Certificate (ii) the reasonable fees and disbursements of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers▇▇▇▇▇▇’s Counsel); (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. The closing of the Superpriority Facility will be subject to satisfaction or waiver by the Majority Consenting Parties of the following conditions precedent: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each execution of the following conditions: Superpriority Facility and related loan documents; provided that if any required collateral and guarantee items other than the filing of UCC financing statements and IP security agreements with the USPTO and USCO and the delivery of possessory collateral cannot be satisfied at closing, the Company and the Majority Consenting Parties shall agree to reasonable extensions of time for such items to be completed on a post-closing basis; (ib) That AVE's delivery of the Intercreditor Agreements (as defined below); (c) all of the representations and warranties contained herein in the Superpriority Loan Documents shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the Closing Date, or if such representation speaks as of an earlier date, as of such earlier date; (d) no default or event of default under the Superpriority Facility shall have performed occurred or complied be continuing; (e) no default or event of default under the Transaction Support Agreement shall have occurred or be continuing; (f) no event or circumstance that, individually or in the aggregate with all agreementsother events or circumstances, terms and conditions required by this Agreement has had or would reasonably be expected to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at have a meeting duly and properly called and heldMaterial Adverse Effect, shall have properly approved all occurred from the signing of the matters described in Section 7(b)(iTransaction Support Agreement; (g) hereindelivery of a customary borrowing notice and solvency certificate; and (ivh) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. delivery of a customary expert opinion (b“Sanierungsgutachten”) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each confirming that a sustainable restructuring of the following conditions: German obligors is more likely than not; (i) That AVE's Shareholders and Board delivery of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such legal opinions (other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect than with respect to DIGITALno conflicts) reasonably acceptable to the Majority Consenting Parties, including from any local counsel to the loan parties; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";j)

Conditions Precedent to Closing. (a) The obligations of DIGITAL PMSL and Sellers the SELLERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITALBIOC's and Sellers' MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time time, and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such MANAGEMENT will deliver an effect signed by a duly authorized officer of DIGITAL and by each of executed certification confirming the Sellers; andforegoing; (iiiii) That DIGITAL BIOC and Sellers MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date the Closing; (iii) That BIOC's directors and AVE shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly PMSL led and held, shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each properly approved all of the Sellersmatters required to be approved by BIOC's directors and shareholders, respectively; (iv) That DIGITALBIOC's officers will Board of Directors, by proper and sufficient vote, shall have signed non-compete clauses in approved this Agreement and the form attached hereto transactions contemplated hereby; and (b) The obligations of BIOC and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That PMSL 's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as Exhibit "J"if such representations and warranties were made at such time and PMSL and the PMSL PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That PMSL and PMSL PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and

Conditions Precedent to Closing. The following are conditions precedent to Buyers obligations under this Agreement (the "Buyer Conditions Precedent"). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement and all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect. (a) The obligations of DIGITAL Buyer's inspection, review and Sellers under this agreement shall be and are subject to fulfillmentapproval, prior to or at within the ClosingInspection Period, of each all aspects of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin BoardReal Property. (b) The obligations of AVE under this Agreement shall be and are subject issuance by the Title Company to fulfillment, prior to or at the Closing of each Buyer of the following conditions:Title Policy subject only to the Approved Title Exceptions and including the Endorsements. (ic) That AVEBuyer's Shareholders receipt, within the Inspection Period, of an "as-built", ALTA/ACSM survey (the "Survey") of the Real Property, reflecting all plottable items referred to in the Preliminary Report, prepared by a surveyor or civil engineer licensed in the State of California, complying with the requirements, and Board of Directorscontaining the certification, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors set forth in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;Exhibit L attached hereto. (iid) That DIGITALAll of Seller's and Sellers' representations and warranties contained herein in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct at as of the time of Closing as if such representations and warranties were made at such time and that there Date. (e) Seller shall have been no Material Adverse Effect fully complied with respect all of Seller's duties and obligations contained in this Agreement. (f) There shall not have first arisen between the end of the Inspection Period and the Closing Date, any litigation or administrative agency action or other pending governmental proceeding which, after Closing, would, in Buyer's reasonable discretion, materially adversely affect the value of the Real Property or the ability of Buyer to DIGITAL; and York operate the Real Property in the manner in which it is currently being operated, nor any pending proceedings which would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Real Property. Seller shall notify Buyer promptly upon Seller's having knowledge of any litigation to which Seller is a party or of any administrative proceeding specifically relating to the Real Property. (g) Seller shall have received a certificate of DIGITAL provided Buyer with an updated Lease Schedule three (3) business days prior to Closing, which updated Lease Schedule must not indicate any material adverse change from the Lease Schedule last approved by Buyer. Seller shall specifically identify any changes from the most recently approved Lease Schedule, and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers Buyer shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them a closing audit which confirms the Lease Schedule. (h) Seller shall terminate prior to the Closing, at no cost or at expense to Buyer, any and all Service Contracts or Other Documents affecting the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each Real Property that are not Assigned Contracts. Concurrently with the expiration of the Sellers;Inspection Period, Buyer shall provide to Seller a list of the Assigned Contracts. (ivi) That DIGITALIn Buyer's officers reasonable determination there shall not have occurred, between the end of the Inspection Period and the Closing Date, any material adverse change in or addition to the information or items reviewed and approved by Buyer during the Inspection Period. (j) Buyers review of the Required Estoppel Certificates to confirm that they contain the documentation and/or information reasonably requested by Seller, that they have not been modified in any material way, and that they do not contain any assertion of a material default by the Seller. Notwithstanding the foregoing, Estoppel Certificates will have signed not be considered non-compete clauses conforming if the tenant has revised or deleted Paragraph 12 of the estoppel certificate (which relates to environmental matters) or if the tenant delivers an estoppel certificate 14 substantially in the form attached hereto as Exhibit "J";required by such tenant's lease; provided, however, that if the tenant revises Paragraph 12 in a manner that discloses a material breach of the Seller's legal obligations relative to environmental matters, such revision will be subject to Buyer's review and approval. (k) Buyer's receipt of the Assumption Documentation.

Conditions Precedent to Closing. (a) The obligations consummation of DIGITAL and Sellers under this agreement Plan hereunder shall be and are subject to fulfillmentthe following conditions, to be satisfied prior to or at the Closing, of each of the following conditions: (a) That: (i) That AVE's all the representations and warranties contained herein shall be true and correct at as of the time Closing with the same effect as though made as of Closing, as if such representations and warranties were made at such timedate; (ii) That AVE in the performance of all material respects shall have performed or complied with all agreements, terms and conditions obligations required by this Agreement Plan to be performed or complied with by it MFVAT, on behalf of the Acquired Funds, and by SAST on behalf of the Acquiring Funds, respectively, shall occur prior to or at the time of the Closing;; and (iii) That AVE's directors, by proper each of MFVAT and sufficient vote taken either by consent of directors or at a meeting duly SAST shall execute and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or deliver at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each such trust to the foregoing effect. (b) The SEC shall not have issued an unfavorable management report under Section 25(b) of the Sellers1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Plan under Section 25(c) of the 1940 Act. (c) No other legal, administrative or other proceeding shall have been instituted or threatened that would materially affect the financial condition of any Acquired Fund or Acquiring Fund or would prohibit the transactions contemplated hereby. (d) This Plan shall have been approved by a vote of a "majority of the outstanding voting securities," as such term is defined in Section 2(a)(42) of the 1940 Act, of each Acquired Fund at the Meeting or any adjournment thereof; provided, however, that if this Plan shall be so approved as to some, but not all, Acquired Funds, then at the election of SAST, this Plan may be consummated as to those Acquired Funds as to which this Plan has been so approved. (e) MFVAT shall create and deliver at Closing a statement of assets and liabilities of each Acquired Fund as of the close of trading on the New York Stock Exchange on the Closing Date for the purpose of determining the number of Acquiring Fund shares to be issued pursuant to Section 2 of this Plan, which statement will accurately reflect its Net Assets as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (f) SAST shall create and deliver at Closing a statement of assets and liabilities of each Acquiring Fund as of the close of trading on the New York Stock Exchange on the Closing Date for the purpose of determining the number of Acquiring Fund shares to be issued pursuant to Section 2 of this Plan, which statement shall accurately reflect its net assets and outstanding shares of beneficial interest as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (g) MFVAT, on behalf of each Acquired Fund, shall have provided for delivery as of the Closing of those Net Assets of each Acquired Fund to be transferred to the account of the corresponding Acquiring Fund at SAST's custodian, State Street Bank and Trust Company (the "Acquiring Fund Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, as follows: (▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇n book entry form in the name of the Acquired Fund's custodian, as record holder for the Acquired Fund, shall be presented by the Acquired Fund to the Acquiring Fund Custodian for examination no later than three business days preceding the Closing Date and, at the Closing, shall be delivered by the Acquired Fund to the Acquiring Fund Custodian for the account of the Acquiring Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof in accordance with the customary practice of brokers, and shall be accompanied by all necessary securities transfer stamps; and (iiiii) That DIGITAL and Sellers Portfolio securities held of record by the Acquired Fund's custodian in book entry form shall be delivered to the Acquiring Fund by the Acquired Fund's custodian by recording the transfer of beneficial ownership thereof on its records. The Acquiring Fund Custodian shall present at the Closing its written receipt for the portfolio securities of each Acquired Fund. (h) MFVAT, on behalf of each Acquired Fund, shall have performed prepared and deliver at the Closing a list of names and addresses of the shareholders of record of its shares and the number of shares of beneficial interest of each Acquired Fund owned by each such shareholder, all as of the close of trading on the New York Stock Exchange on the Closing Date, certified by its transfer agent or complied with all agreementsby its President to the best of its or his knowledge and belief. (i) SAST, terms and conditions required by this Agreement on behalf of each Acquiring Fund, shall have prepared satisfactory evidence that each Acquiring Fund's shares to be performed issued at the Closing have been registered in an account on the books of the Acquiring Fund in such manner as the officers of MFVAT on behalf of each Acquired Fund reasonably shall deem appropriate. (j) There shall be delivered to SAST and MFVAT an opinion of Jorden Burt LLP, special counsel to SAST, to the effect that, provided ▇▇▇ ▇▇▇▇▇▇▇tions contemplated hereby are carried out in accordance with this Plan, and based upon certificates of the officers of SAST and MFVAT with regard to matters of fact, Contract Owners with contract values allocated to the Acquiring and Acquired Funds will not incur any additional tax obligations because of the reorganization transactions. In the case of the acquisition of MFVAT U.S. Government Income by SAST Cash Management, the transaction, while taxable, will not be taxed because of the tax deferral provided by the variable contracts. Another opinion of counsel will conclude that the other transactions will constitute tax-free reorganizations, and Contract Owners with contract values allocated to the Acquiring and Acquired Funds will not incur any additional tax obligations because of the reorganization transaction. (k) There shall be delivered to SAST an opinion, in form and substance reasonably satisfactory to it, of counsel employed or complied retained by MFVAT (who may be an officer of MFVAT or its investment adviser) with by them prior respect to the Acquired Funds to the effect that, subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws now or hereafter affecting generally the enforcement of creditors' rights and to general equity principles: (i) MFVAT is a business trust duly organized under the laws of the Commonwealth of Massachusetts, and is an existing business trust in good standing; (ii) MFVAT is authorized to issue an unlimited number of shares of beneficial interest of each Acquired Fund, par value $0.001 per share, and such shares have not been divided into classes. Assuming that the initial shares of beneficial interest of Acquired Fund were issued in accordance with the 1940 Act and the Declaration of Trust and By-laws of MFVAT, and that all other outstanding shares of the Acquired Funds were sold, issued and paid for in accordance with the terms of the Acquired Funds' prospectuses in effect at the time of Closing Date such sales, each such outstanding share is fully paid, non-assessable, freely transferable and AVE shall have received has full voting rights; (iii) Each Acquired Fund is a Certificate series of DIGITAL and Sellers to MFVAT, which is an open-end management investment company registered as such effect signed by or duly authorized officer of DIGITAL and by each of under the Sellers1940 Act; (iv) Such counsel does not know of, and has not made independent inquiry or investigation to ascertain the existence of, any litigation or government proceeding instituted or threatened against MFVAT or any of the Acquired Funds that could be required to be disclosed in the applicable Registration Statement and is not so disclosed; (v) All actions required to be taken by MFVAT on behalf of the Acquired Funds to authorize this Plan and to effect the transactions contemplated hereby have been duly authorized by all necessary action on the part of MFVAT; and (vi) None of the execution, delivery or performance of this Plan by MFVAT on behalf of the Acquired Funds violates any provision of its Declaration of Trust or By-laws, or the provisions of such other agreement or instruments as are specified in that opinion; this Plan is the legal, valid and binding obligation of MFVAT on behalf of the Acquired Funds and is enforceable against MFVAT on behalf of the Acquired Funds in accordance with its terms. In giving the opinions set forth above, counsel will rely on certificates of the officers of MFVAT with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of MFVAT. With respect to all matters of New York law, such counsel shall be entitled to rely on the opinion of Massachusetts counsel or New York counsel, as applicable, and may state that their opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of such Massachusetts counsel or New York counsel, as the case may be. (l) That DIGITALthere shall be delivered to MFVAT an opinion, in form and substance reasonably satisfactory to it, of counsel employed or retained by SAST (who may be an officer of SAST or its investment adviser) with respect to the Acquiring Funds to the effect that, subject in all respects to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws now or hereafter affecting generally the enforcement of creditors' rights: (i) SAST is a business trust duly organized under the laws of the Commonwealth of Massachusetts, and is an existing business trust in good standing ; (ii) SAST is authorized to issue an unlimited number of shares of beneficial interest of each Acquiring Fund, without par value. Each Acquiring Fund is further divided into three classes of shares designated as the Acquiring Fund's officers Class 1, Class 2 and Class 3 shares, and an unlimited number of shares of beneficial interest, without par value, have been allocated and designated to the Acquiring Fund's Class 1 shares. Assuming that the initial shares of beneficial interest of each Acquiring Fund were issued in accordance with the 1940 Act, and the Agreement and Declaration of Trust and By-laws of SAST, and that all other outstanding shares of the Acquiring Funds were sold, issued and paid for in accordance with the terms of the Acquiring Funds' prospectuses in effect at the time of such sales, each such outstanding share of the Acquiring Funds is fully paid, non-assessable, freely transferable and has full voting rights; (iii) Each Acquiring Fund is a series of SAST, which is an open-end management investment company registered as such under the 1940 Act; (iv) Such counsel does not know of, and has not made independent inquiry or investigation to ascertain the existence of, any litigation or government proceeding instituted or threatened against SAST or any of the Acquiring Funds that could be required to be disclosed in the applicable Registration Statement and is not so disclosed; (v) Each Acquiring Fund's shares to be issued pursuant to the terms of this Plan have been duly authorized and, when issued and sold as provided in this Plan for the consideration stated in this Plan, which shall in each event be at least equal to the net asset value per share, they will have signed been validly issued and fully paid and will be non-compete clauses assessable, and no shareholder of any Acquiring Fund has any pre-emptive right to subscribe for or purchase those shares; (vi) All actions required to be taken by SAST on behalf of the Acquiring Funds to authorize this Plan and to effect the transactions contemplated hereby have been duly authorized by all necessary action on the part of SAST; and (vii) None of the execution, delivery or performance of this Plan by SAST on behalf of the Acquiring Funds violates any provision of its Agreement and Declaration of Trust or By-laws, or the provisions of any agreement or other instrument known to such counsel to which SAST is a party or by which SAST is otherwise bound; this Plan is the legal, valid and binding obligation of SAST on behalf of the Acquiring Funds and is enforceable against SAST on behalf of the Acquiring Funds in accordance with its terms. In giving the form attached hereto as Exhibit "J";opinions set forth above, counsel will rely on certificates of the officers of SAST with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good standing of SAST. (m) SAST's Registration Statement with respect to the Acquiring Funds' Class 1 shares to be delivered to the Acquired Funds' shareholders in accordance with this Plan shall have become effective, and no stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto, shall have been issued prior to the Closing Date or shall be in effect at Closing, and no proceedings for the issuance of such an order shall be pending or threatened on that date. (n) That each Acquiring Fund's shares to be delivered hereunder shall be eligible for sale by SAST with each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund's shares lawfully to be delivered to each holder of the Acquired Funds' shares.

Conditions Precedent to Closing. (ai) Conditions of the Investors’ Obligations at the Closing. The obligations of DIGITAL and Sellers each Investor to consummate the Closing under this agreement shall be and Agreement are subject to the fulfillment, to the satisfaction of such Investor on or prior to or at the Closing, of each or waiver by such Investor, of the following conditions: (ia) That AVE's the representations and warranties contained herein shall be in Section 5 remaining true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE accurate in all material respects shall have on the Closing Date; (b) the Company having performed or and complied with all agreements, terms of its agreements and conditions required by obligations contained in this Agreement to which it is a party that are required to be performed or complied with by it prior to on or at before the time date of the Closing; (iiic) That AVE's directorsthe Company having duly attended to and carried out all corporate procedures that are required under the applicable laws of its place of incorporation or establishment to effect its execution, by proper delivery and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all performance of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation BureauBasic Documents to which it is a party, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation hereby and thereby, and having provided copies of all of AVE's current directors resolutions (and all attachments thereto) in accordance with applicable law approving the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholderstransactions contemplated hereby; (iid) That DIGITAL's all consents and Sellers' representations approvals of, notices to, and warranties contained herein shall be true filings or registrations with, any Governmental Authority or any other Person required pursuant to any applicable law or regulation of any Governmental Authority having been obtained or made; (e) there having been since the date of this Agreement no material adverse change in the business, operations and correct at financial position of the time Group, (f) the Company having delivered to the Investors a Closing Certificate, dated the date of the Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly an authorized officer of DIGITAL and by each the Company, certifying that the conditions set forth in paragraphs (a) through (f) of the Sellers; and (iii) That DIGITAL and Sellers shall this Section have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellersbeen satisfied; (ivg) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto Investors having received a Cayman Islands opinion from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and dated as Exhibit "J";of the date of the Closing.

Conditions Precedent to Closing. As a condition to Bank's obligation to close and fund the Loan and to proceed with the transactions contemplated herein, Borrower, at its expense, shall have satisfied, fulfilled or provided, to Bank's sole satisfaction, at or before the date hereof all of the conditions and items set forth below unless the satisfaction, fulfillment or provision thereof shall have been waived by Bank: (a) No portion of the Property shall have been damaged by fire or other casualty and not repaired to the condition immediately prior to such casualty, and no condemnation or taking of the Property or any portion thereof shall be pending or threatened; (b) Bank shall have received all duly executed, and acknowledged if necessary, Bank Loan Documents, Borrower Documents and Collateral Documents, including originals of all of the Collateral Notes and all amendments and modification thereto, and all other documents to be delivered and/or executed by third parties shall have been delivered and/or executed, and all of the same shall be in form and substance acceptable to Bank; (c) The obligations security interests in all personal property described in the Collateral Documents shall have been, subject to recording of DIGITAL any financing statements, duly perfected and Sellers shall constitute valid and enforceable first priority liens and security interests in such property, (d) A Loan Fee in the amount of $7,600.00 shall have been paid to Bank; (e) No Event of Default or Conditional Default shall have occurred and be continuing under this agreement shall be and are subject to fulfillment, prior to Agreement or at the Closing, of each any of the following conditionsother Bank Loan Documents; (f) No default shall have occurred and be continuing under any of the Senior Loan Documents or any of the Tenant Leases; (g) Bank shall have received the most recent financial statements of Borrower as required by SECTION 7.1: (h) Bank shall have received a written opinion or opinions of counsel to Borrower addressed to Bank in form and scope satisfactory to Bank and its counsel; (i) That AVEBank shall have received or be reimbursed for all of Bank's reasonable out-of-pocket expenses incurred in connection with the Loan, including, but not limited to, the reasonable fees and expenses of Bank's legal counsel; (j) All of the representations and warranties contained herein of Borrower as set forth in Article VIII hereof shall be true true, correct and correct at the time of Closing, as if such representations and warranties were made at such timeaccurate in all material respects; Documents; (iik) That AVE in all material respects Bank shall have performed or complied with all agreementsreceived, terms reviewed and conditions required by this Agreement to be performed or complied with by it prior to or at approved the time of Collateral Loan (l) Bank shall have received commitments for the ClosingTitle Policies; (iiim) That AVE's directorsBank shall have received and reviewed all of the documents in connection with the acquisition of the Collateral Loan Documents by Borrower; (n) Borrower and, by proper and sufficient vote taken either by consent if necessary, each of directors or at a meeting duly and properly called and heldthe Collateral Borrowers, shall have properly approved all executed and delivered to Bank letters addressed to each of the matters described in Section 7(b)(i) hereinSenior Lenders and/or the Tenants, as the case may be, directing payment to Bank of all sums to be paid by the Tenants under the Tenant Leases, subject to the rights of the Senior Lenders; and (ivo) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Bank shall have received a certificate of DIGITAL and Sellers to reviewed such an effect signed by a duly authorized officer of DIGITAL other materials and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto documents as Exhibit "J";Bank may reasonably require.

Conditions Precedent to Closing. (a) The respective obligations of DIGITAL and Sellers each party under this agreement shall be and Agreement with respect to the Merger are subject to fulfillment, prior to or at the Closing, satisfaction of each of the following conditions, unless waived by each of the parties that is the beneficiary of the satisfaction of such condition, at or before the Closing: (ia) That AVE's representations and warranties contained herein shall be true and correct at the time holders of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time a majority of the Closing; (iii) That AVE's directorsoutstanding shares of Company Common Stock and holders of a majority of the outstanding shares of Company Series I Preferred Stock, by proper and sufficient vote taken either by consent of directors or at voting together as a meeting duly and properly called and heldclass, shall have properly approved all the Certificate Amendment, this Agreement and the Merger, and holders of a majority of the matters described outstanding shares of Company Series I Preferred Stock, voting separately as a class, shall have approved the Certificate Amendment, this Agreement and the Merger, in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on each case in accordance with the National Quotation Bureau, Inc.'s Bulletin Board.DGCL and the certificate of incorporation and bylaws of the Company; (b) The obligations the Certificate Amendment shall have become effective in accordance with the DGCL; (c) the Registration Statement shall have become effective in accordance with the provisions of AVE under this Agreement the Securities Act and no stop order suspending such effectiveness shall be have been issued and are remain in effect; (d) the shares of Qwest Common Stock issuable in the Merger shall have been approved for inclusion in NASDAQ/NM, if necessary, subject only to fulfillment, prior to or at the Closing official notice of issuance; (e) each of the following conditions: (i) That AVE's Shareholders Company, its Subsidiaries, Qwest and Board of Directors, by proper and sufficient vote, Qwest Subsidiary shall have approved this Agreement obtained from each Governmental Body or other person each Approval or taken all actions required to be taken in connection with each Approval, and all waiting, review or appeal periods under the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ or otherwise prescribed with respect to DIGITAL; and York each Approval shall have received terminated or expired, as the case may be, in each case with respect to an Approval that is required or advisable on the part of such person for (1) the due execution and delivery by such person of each Transaction Document to which it is or may become a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each party, (2) the conclusion of the Sellers; and Transactions, (iii3) That DIGITAL the performance by such person of its obligations with respect to the Transactions under each Transaction Document to which it is or may become a party and Sellers shall have performed (4) the exercise by such person of its rights and remedies with respect to the Transactions under each Transaction Document to which it is or complied may become a party or with all agreements, terms and conditions required by this Agreement respect to be performed which it is or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";may become an express beneficiary,

Conditions Precedent to Closing. (a) The obligations of DIGITAL the Government Approvals (as defined in Article 10) should have been obtained in form and Sellers under this agreement shall be and are subject substance satisfactory to fulfillment, prior to or at the Closing, of each of the following conditions:both parties; (ib) That AVE's all representations and warranties of the Shareholders and Seminis contained herein in this Agreement were true when made and shall be true and correct at in all respects as of the time of Closing, Closing Date as if such representations and warranties were made at and as of such timeClosing Date; (iic) That AVE in all material respects shall Shareholders and Seminis should both have performed or and complied with all agreements, terms and conditions should not have breached any agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement agreement to be performed or complied with by them on or prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersDate; (ivd) That DIGITAL's officers no action or proceeding shall have been instituted or threatened before any court or other governmental body or by any public authority seeking to restrain or prohibit any of the transactions contemplated by this agreement; (e) since the Effective date, there shall not have been (i) any material adverse change in the condition (financial or otherwise) or prospects of Hungnong Companies, or (ii) any change in political circumstances, laws and regulations that will make the transactions contemplated by this agreement impractical or illegal; (f) Seminis shall have signed completed an initial review with respect to the transactions contemplated by this Agreement, including, without limitation, legal, financial, accounting, environmental, operational and engineering matters concerning Hungnong Companies; (g) The Shareholders shall have completed the restructuring of Affiliate Companies, as provided in Section 6.1, hereof, shall have sent a written notice to Seminis of such restructuring, and shall make available to Seminis satisfactory evidence of such restructuring; (h) The Shareholders shall cause all of the directors (registered and non-compete clauses in registered) and the statutory auditors of Hungnong Companies to submit the resignation letters as of the closing Date and shall cause Hungnong to convene the shareholders meeting as of the closing Date and shall, as proposed by Seminis, elect new directors and statutory auditors, and amend the articles of incorporation; and (i) The Shareholders shall cause each of Young Il Chemical Co., Ltd., Simon telecom Co., Ltd., and Sehung Finance Co., Ltd. and the Nong Min Journal Co., Ltd. to provide Seminis and the Remaining Hungnong Companies with a release and indemnification, the form of which is attached hereto as Exhibit "J";Attachment IX.

Conditions Precedent to Closing. The Note Purchaser will have no obligation to consummate the transactions contemplated by this Agreement unless: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditionsBasic Documents shall be in full force and effect and all consents, waivers and approvals necessary for the consummation of the transactions contemplated by the Basic Documents shall have been obtained and shall be in full force and effect; (b) all conditions to the issuance of the Notes under the Indenture and under SECTION 2.1(b) of the Sale and Servicing Agreement shall have been satisfied and all conditions to each Advance, including the initial Advance, set forth under SECTION 6.02 hereof have been satisfied; (c) the Note Purchaser shall have received a duly executed, authorized and authenticated Note registered in its name and stating that the principal amount thereof shall not exceed the Maximum Invested Amount; (d) the Issuer shall have paid all fees required to be paid by it on or prior to the Restatement Effective Date, including all fees required under Section 8.05(a) hereof; (e) the Notes purchased by the Note Purchaser hereunder shall be entitled to the benefit of the security provided in the Indenture and shall constitute the legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law; (f) no Material Adverse Change shall have occurred with respect to CPS or the Issuer since December 31, 2005; (g) the Note Purchaser shall have received: (i) That AVE's representations a duly executed and warranties contained herein shall be true delivered original counterpart of each Basic Document (other than any Basic Document that contemplates delivery on a date after the Restatement Effective Date), each such document being in full force and correct at the time of Closing, as if such representations and warranties were made at such timeeffect; (ii) That AVE in all material respects shall have performed or complied with all agreementscertified copies of charter documents and each amendment thereto, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time resolutions of the ClosingBoard of Directors or other governing authority of each of the Issuer and the Servicer authorizing or ratifying the execution, delivery and performance of all Basic Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each of the Issuer and the Servicer as of the Restatement Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such the Secretary or an effect signed by a duly authorized officer of DIGITAL and by each Assistant Secretary of the Sellers; and (iii) That DIGITAL Issuer and Sellers shall have performed the Servicer, as applicable, certifying the names and the signatures of its officer or complied with officers authorized to sign all agreements, terms and conditions required by this Agreement transaction documents to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received which it is a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellersparty; (iv) That DIGITAL's officers will a certificate of a senior officer of CPS to the effect that the representations and warranties of the Seller and the Servicer in this Agreement and the other Basic Documents to which either of them is a party are true and correct as of the Restatement Effective Date, and that the Seller and the Servicer have signed complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Restatement Effective Date; (v) a certificate of a senior officer of the Issuer to the effect that the representations and warranties of the Issuer and the Purchaser in this Agreement and the other Basic Documents to which either of them is a party are true and correct as of the Restatement Effective Date and that the Issuer and the Purchaser have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Restatement Effective Date; (vi) legal opinions (including opinions relating to true sale, non-compete clauses consolidation, UCC, enforceability and corporate matters) in form and substance satisfactory to the Note Purchaser, which legal opinions may be "bring-down" letters of legal opinions delivered by counsel to the Issuer, the Purchaser, the Servicer and the Seller on the Original Closing Date; (vii) evidence satisfactory to the Note Purchaser of completion of all necessary UCC filings and search reports; (viii) payment of Note Purchaser's reasonable out-of-pocket fees and expenses in accordance with SECTION 3.01(c) hereof; (ix) copies of certificates or other evidence from the Secretary of State or other appropriate authority of the States of Delaware and California, evidencing the good standing of the Issuer and the Servicer in the form attached hereto States of Delaware and California, in each case, dated no earlier than 15 days prior to the Restatement Effective Date; and (x) such other documents, opinions and information as Exhibit "J";the Note Purchaser may reasonably request.

Conditions Precedent to Closing. The obligation of the Lenders to make Advances hereunder comprising the initial Borrowing were subject to the conditions precedent in Section 3.01 of the Existing Credit Agreement, which have been satisfied. This Agreement shall become effective on the Closing Date; provided that the Facility Agent shall have received the following, each in form and substance satisfactory to the Facility Agent: (a) The obligations of DIGITAL this Agreement, duly executed and Sellers under this agreement delivered by the parties hereto, and which shall be in full force and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such timeeffect; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations true and complete copies of AVE under this Agreement shall be the Constituent Documents of the Borrower and are subject to fulfillment, prior to or at the Investment Manager as in effect on the Closing of each Date; (c) true and complete copies certified by a Responsible Officer of the following conditions:Borrower or the Investment Manager, as applicable, of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than any current transaction reports on Form 8-K or other disclosure documents required to be filed or furnished by the Investment Manager with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or otherwise), if any, required in connection with the transactions contemplated by this Agreement, the other Facility Documents and the Retention Letter; (d) a certificate of a Responsible Officer of the Borrower and the Investment Manager certifying (i) That AVE's Shareholders and Board as to its Constituent Documents, (ii) as to its resolutions or other action of Directors, by proper and sufficient vote, shall have approved its board of directors or members approving this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; , (iiiii) That DIGITAL's and Sellers' that its representations and warranties contained herein set forth in this Agreement, the other Facility Documents and the Retention Letter are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct at in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, (v) as to the time incumbency and specimen signature of Closing (x) certain of its Responsible Officers that are authorized to execute this Agreement, the other Facility Documents and any other documents related thereto and (y) each of its Responsible Officers that will execute this Agreement, any other Facility Documents, the Retention Letter and any other documents related thereto and (vi) that each of the Facility Documents not being amended in connection with this Agreement shall remain unchanged and in full force and effect following the effectiveness of this Agreement; (e) legal opinions (addressed to each of the Secured Parties and DBRS) of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel, and Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel, in each case to the Borrower and the Investment Manager and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, covering such matters as if such representations the Facility Agent and warranties were made at such time and its counsel shall reasonably request; (f) lien searches in all jurisdictions that there the Facility Agent deems necessary or desirable in order to ensure the existing perfection of the security interests granted under the Existing Credit Agreement; (g) a refreshed Retention Letter substantially in the form of Exhibit F; (h) a Rating Confirmation from DBRS shall have been no Material Adverse Effect with obtained in respect of the amendments contemplated by this Agreement; (i) evidence of payment by or on behalf of the Borrower of Closing Date Expenses invoiced on or prior to DIGITAL; the Closing Date (in the case of payment by the Borrower, out of a contribution made or deemed made by TPG Specialty Lending, Inc.); (j) a secretary’s certificate from the Collateral Agent, which shall include (i) extracts from its bylaws and York shall have received a certificate (ii) the incumbency and specimen signature of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of its Responsible Officers authorized to execute this Agreement; (k) the Sellersissuance of a Note to Versailles Assets LLC, replacing its Note issued as of the ARCA Closing Date; and (iiil) That DIGITAL such other opinions, instruments, certificates and Sellers documents from the Borrower as the Agents or any Lender shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";reasonably requested.

Conditions Precedent to Closing. (a) The obligations Commitments of DIGITAL the Lenders shall not become effective unless and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of until each of the following conditionsconditions precedent has been satisfied by the Company: (a) the Administrative Agent shall have received the following, each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) That AVE's Promissory notes, if requested by any Lender pursuant to Section 2.06. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, including the FPSC Order, with respect to this Agreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (iv) A certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) the accuracy of the representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in that no event has occurred and is continuing which constitutes a Default or an Event of Default. (v) Certified copies of all material respects required governmental approvals and authorizations. (vi) Certified copy of the restated charter and bylaws of the Company. (vii) Evidence satisfactory to the Administrative Agent that (i) the Existing Facility shall have performed or complied with been terminated and all agreementsamounts outstanding thereunder shall have been paid in full, terms and conditions required by this Agreement (ii) the commitments under the $1,130,000,000 Credit Agreement, dated as of May 3, 2006, among Progress Energy, Inc. and the lenders and administrative agent parties thereto shall have been reduced to no more than $500,000,000. (viii) Favorable opinions of counsel for the Company, substantially in the forms of Exhibit D-1 and Exhibit D-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto. (x) Such information as shall be performed or complied with by it prior sufficient for the Administrative Agent and each Lender to or at verify the time identity of the Closing; Company for purposes of complying with the USA Patriot Act (iii) That AVE's directorsTitle III of Pub. L. 107-56 (signed into law October 26, 2001)), as contemplated by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board8.17 hereof. (b) The obligations Any fees required to be paid on or before the Closing Date shall have been paid by the Company. (c) Unless waived by the Administrative Agent, the Company shall have paid all reasonable out-of-pocket fees, charges and disbursements of AVE under counsel to the Administrative Agent in connection with the preparation and negotiation of this Agreement and the other documents to be delivered in connection herewith to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 7.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender that has signed this Agreement shall be and are subject deemed to fulfillmenthave consented to, prior approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, approved by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name or acceptable or satisfactory to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at Lender unless the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Administrative Agent shall have received a certificate of DIGITAL and Sellers to notice from such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them Lender prior to or at the time of proposed Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";specifying its objection thereto.

Conditions Precedent to Closing. Lenders shall not be required to execute and deliver this Agreement until the date (a“Closing Date”) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of that each of the following conditionsconditions has been satisfied: (ia) That AVE's representations Notes shall have been executed by Borrowers and warranties contained herein delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied compliance with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardthereof. (b) The obligations Agent shall have received acknowledgments of AVE under this Agreement all filings, registrations or recordations necessary to perfect and render enforceable its Liens in the Collateral, as well as UCC and PPSA Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall be have received duly executed agreements establishing each Dominion Account and are subject related lockbox, if any, in form and substance, and with financial institutions, satisfactory to fulfillmentAgent. (d) Agent shall have received duly executed Deposit Account Control Agreements, prior in form and substance, and with financial institutions, satisfactory to or at the Closing Agent. (e) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each of Loan Party certifying that, after giving effect to the following conditions: initial transactions hereunder, (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated herebysuch Loan Party is Solvent; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' no Default or Event of Default exists; (iii) the representations and warranties contained herein shall be set forth in Section 9 are true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITALcorrect; and York (iv) such Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Agent shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by an authorized officer of the applicable Obligor in writing. (g) Agent shall have received, in form and substance satisfactory to Agent, (i) a pro forma balance sheet of Parent, dated as of March 31, 2006, and reflecting no material adverse changes from the pro forma balance sheet most recently delivered to Agent by Parent, (ii) financial projections of Parent evidencing, to Agent’s satisfaction, Borrowers’ ability to comply with the covenants set forth in Section 10.3 hereof, and (iii) interim financial statements of Parent as of a date not more than thirty (30) days prior to the closing date. (h) [RESERVED] (i) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (j) Agent shall have received summaries of policies and certificates of liability, property and business interruption insurance for the insurance policies carried by Loan Parties, together with a loss payable endorsement naming Agent as loss payee as their interest may appear, and a list of the names and mailing addresses of each insurer under, and broker of, such policies, all in compliance with the Loan Documents. (k) Agent shall have completed its business, financial and legal due diligence of Obligors, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since March 31, 2006. (l) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (m) Agent shall have received a Borrowing Base Certificate prepared as of March 31, 2006. Upon giving effect to the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $40,000,000. (n) Agent shall have received a written opinion of M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, in form and substance satisfactory to Agent. (o) Agent shall have received, in form and substance reasonably satisfactory to Agent in good faith, true, correct and complete copy of the Senior Secured Note Indenture, duly authorized, executed and delivered by the parties thereto; (p) Agent shall have received, in form and substance reasonably satisfactory to Agent in good faith, the Intercreditor Agreement, duly authorized, executed and delivered by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";parties thereto.

Conditions Precedent to Closing. (a) The 8.1 Investor’s obligations of DIGITAL and Sellers under this agreement shall be and Agreement are subject to fulfillment, prior to or at the Closing, of each satisfaction of the following conditions:conditions precedent which may be waived in whole or in part by Investor (the “Investor Closing Conditions”): (i) That AVE's The Company and Members shall have delivered, on or before the Closing Date, all of the documents and items required to be delivered by the Company and Members pursuant to Section 7 hereof and the Company and Members shall have performed in all material respects all of their respective obligations hereunder to be performed on or before the Closing Date, and otherwise be ready, willing and able to close on or by the Closing Date; (ii) The Mizrachi Member shall have contributed the Mizrachi Capital Contribution; (iii) No action, suit or proceeding shall be pending or have been instituted or threatened before any court or quasi-judicial or administrative agency of any federal, state, provincial, local or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would reasonably be expected to prevent or materially impair the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, or cause such transactions to be rescinded; (iv) Subject to the other provisions of this Agreement, all of the Company’s and Members’ representations and warranties contained herein made in this Agreement shall be true and correct at in all material respects as of the time date made and as of Closing, the Closing Date as if then made, other than those representations or warranties made as of a specific date, or with reference to previously dated materials, in which event such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing in all material respects as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellersdate thereof or as of the date of such materials, as applicable; and (iiiv) That DIGITAL The Title Insurer is ready, willing and Sellers shall have performed or complied with all agreementsable to issue to the Investor an update to the existing Title Policy (including non-imputation endorsements), subject only to the Permitted Exceptions, and as required pursuant to the terms and conditions required by of this Agreement; and (vi) The Mizrachi Member shall have secured the Additional Loan Instrument on the terms set forth in Section 17.2 and on other terms satisfactory to the Mizrachi Member in its sole and absolute discretion. If any of the conditions to Investor’s obligations to close under this Agreement to be performed or complied with by them prior to or at are not satisfied on and as of the time of Closing Date and AVE such failure is not otherwise a result of any default by the Company or Members under this Agreement (the Investor being afforded the rights under Section 19 hereof in the event of any such default), then the Investor may elect to either: (a) waive such failure and proceed to Closing or (b) subject to the Company’s right to adjourn the then scheduled Closing Date, terminate this Agreement by written notice to Company, and if this Agreement is so terminated, Escrow Agent shall deliver the Deposit to Investor and thereafter no party hereto shall have received a Certificate any further rights or obligations to the other under this Agreement, except rights and obligations hereunder that expressly survive the termination of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of this Agreement (collectively, the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";“Surviving Obligations”).

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement following shall be conditions precedent to Purchaser's obligation to consummate the purchase and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:sale transaction contemplated herein ("Purchaser's Conditions Precedent"): (i) That AVE's representations Purchaser shall have received and warranties contained herein shall be true and correct approved, at or prior to the time of Closing, as if such representations executed estoppel certificates substantially in the form provided by Purchaser’s lender from all of the Major Tenants (hereinafter defined) and warranties were made at such time;from Tenants comprising 85% of the economic rent. (ii) That AVE in all material respects Purchaser shall have performed received and approved, at or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; , executed subordination, non-disturbance and attornment agreements (iii“SNDAs”) That AVE's directors, substantially in the form provided to Seller during the Due Diligence Period from tenants designated by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin BoardPurchaser’s lender. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there Title shall have been no Material Adverse Effect approved by Purchaser under Section 4 with respect the title company standing ready to DIGITAL; and York shall have received a certificate issue an owners policy of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses title insurance in the form customarily delivered in Nebraska insuring Purchaser's interest in the Land and Improvements, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances, together with such endorsements as Purchaser reasonably may require (the "Title Policy"). (c) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) attached hereto as Exhibit "J";J updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless new matters or knowledge of a defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any money or documents shall be returned to the party depositing the same. (d) No Major Tenant shall be in default under its Lease, shall be involved as a debtor in a bankruptcy proceeding, shall have given notice that it is going dark or shall have gone dark, or shall have reduced its space or shall have given notice that it is reducing its space. Each of the following tenants is a Major Tenant: Dick’s Sporting Goods, Petsmart, Babies R Us, Famous Footwear, Beauty Brands and Old Navy. (e) There shall be no Hazardous Materials at the Property that were not present at the end of the Due Diligence Period. In the event that any Purchaser’s Condition Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller and Escrow Agent, the Deposit shall be returned to the Purchaser and this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7.

Conditions Precedent to Closing. (a) 4.1 The obligations Parties acknowledge that the closing of DIGITAL the purchase and Sellers under this agreement shall be and are sale of the Target Equity is subject to fulfillment, prior to or at the Closing, satisfaction of each and all of the following conditions: (i1) That AVE's representations All the representations, undertakings and warranties contained herein shall be true made by each Party on the Signing Date are true, accurate, complete, and correct at the time of Closingfree from misleading, as if such representations false statements and warranties were made at such time; (ii) That AVE omissions in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time as of the ClosingClosing Date; (iii2) That AVE's directors, by proper Kunlun Energy has approved this Transaction in accordance with its own constitutional documents and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all the regulatory requirements of the matters described competent regulatory authorities (including the SEHK); (3) PipeChina has approved this Transaction in Section 7(b)(iaccordance with its constitutional documents; (4) hereinEach Target Companies has approved this Transaction in accordance with its constitutional documents; (5) All the other shareholders of each Target Company have waived in writing their right of first refusal with respect to the Target Equity; (6) The concentration of undertakings filing for this Transaction has either been cleared or is not subject to further review; (7) The Asset Appraisal Reports have been certified and filed for record in accordance with applicable PRC Laws and regulations; and (iv8) All the other approvals, licences, filings and registrations known to be necessary for this Transaction have been obtained from or completed with the competent governmental authorities in the PRC, Among the foregoing conditions precedent to Closing, those conditions set forth in Items (2), (4), (5) That AVE's common stock will and (7) shall be listed on the National Quotation Bureauresponsibility of Kunlun Energy, Inc.'s Bulletin Boardthe condition set forth in Item (3) shall be the responsibility of PipeChina, and those set forth in Items (1), (6), and (8) shall be the responsibility of both Parties. Other than the condition set forth in Item (1), any of the closing conditions may not be waived, whether unilaterally or mutually. (b) The obligations 4.2 Both Parties agree that all conditions precedent set forth in Section 4.1 of AVE under this Agreement shall be and are subject to fulfillment, satisfied as soon as practicable prior to or at the Closing Date. If the satisfaction of each any conditions precedent applicable to either Party requires the assistance of the following conditions:other Party, the other Party shall use its best efforts to provide such assistance. Both Parties shall keep each other posted on matters related to the conditions precedent, and coordinate with each other to solve problems encountered in the process in a timely fashion. After the Signing Date, neither Party may engage in any act that may hinder or restrict the satisfaction of any condition precedent set forth in Section 4.1 hereof. (i) That AVE's Shareholders and Board 4.3 If for any reason not attributable to either Party, any of Directorsthe conditions precedent agreed in Section 4.1 of this Agreement fails to be satisfied and/or waived by March 31, 2021, the Parties shall agree on an extended Closing Date; provided, that where the Parties fail to reach agreement on the extended Closing Date by proper and sufficient voteMarch 31, 2022, each Party shall have approved the right to unilaterally terminate this Agreement and in writing on the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";date immediately thereafter without any liability.

Conditions Precedent to Closing. (aA) The Corporation's obligations to carry out the terms of DIGITAL this Agreement and Sellers to complete its transactions contemplated under this agreement shall be and Agreement are subject to fulfillment, prior the fulfillment to or at the Closing, satisfaction of Corporation of each of the following conditionsconditions at or prior to the Time of Closing: (i) That AVE's Each of the Members and MT LLP (collectively, the "MT LLP Group") shall have complied with all of their respective covenants and agreements contained in this Agreement; and (ii) The MT LLP and the Members shall transfer, or will cause to be transferred, to Corporation one hundred percent (100%) of the issued and outstanding Membership Interests of the MT LLP; and (iii) The representations and warranties of MT LLP contained herein in this Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shall be completely true and correct at the time of Closing, as if such representations and warranties were had been made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time as of the Time of Closing; (iii) That AVE's directors. The conditions set forth above are for the exclusive benefit of Corporation and may be waived by Corporation in whole or in part at any time at or before the Time of Closing, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described as long as such conditions are waived in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardwriting. (bB) The obligations MT LLP's obligation to carry out the terms of AVE this Agreement and to complete the transactions contemplated under this Agreement shall be and are subject to fulfillment, prior the fulfillment to or at the Closing MT LLP's satisfaction of each of the following conditionsconditions at or prior to the Time of Closing: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, Corporation shall have approved complied with all its covenants and agreements contained in this Agreement and the transactions contemplated herebyAgreement; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;and (ii) That DIGITAL's and Sellers' The representations and warranties of Corporation contained herein in this Agreement or contained in any certificates or documents delivered by it pursuant to this Agreement shall be completely true and correct at the time of Closing in all material respects as if such representations and warranties were had been made at such time and that there shall have been no Material Adverse Effect with respect to DIGITALby Corporation as of the Closing Date; and York shall have received a certificate The conditions set forth above are for the exclusive benefit of DIGITAL MT LLP and Sellers to may be waived by MT LLP in whole or in part at or before the Time of Closing, as long as such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses are waived in the form attached hereto as Exhibit "J";writing.

Conditions Precedent to Closing. This Agreement shall become effective on the date on which each of the following conditions shall be satisfied: (a) The obligations of DIGITAL and Sellers under this agreement Administrative Agent shall be and are subject to fulfillmenthave received the following, prior to or at the Closing, of each dated as of the following conditionsClosing Date (unless otherwise specified) and in such number of copies as the Administrative Agent shall have requested: (i) That AVE's representations and warranties contained herein shall be true and correct at Executed counterparts of this Agreement from each party hereto either signed on behalf of such party or written evidence satisfactory to the time Administrative Agent (which may include telecopy transmission of Closing, as if a signed signature page to this Agreement) that such representations and warranties were made at such timeparty has signed a counterpart of this Agreement; (ii) That AVE To the extent requested by any Lender in all material respects shall have performed or complied accordance with all agreementsSECTION 2.4(D), terms a Note for such Lender duly completed in accordance with the provisions of SECTION 2.4(D) and conditions required executed by this Agreement to be performed or complied with by it prior to or at the time of the ClosingBorrower; (iii) That AVE's directorsA certificate, signed by proper the chief executive officer or the chief financial officer of the Borrower, in form reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (A) all representations and sufficient vote taken either warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Closing Date, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (B) no Default or Event of Default has occurred and is continuing, and (C) both immediately before and after giving effect to the consummation of the transactions contemplated by consent this Agreement, no Material Adverse Effect has occurred since December 31, 2005 and there exists no event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect; (iv) A certificate of the secretary or an assistant secretary of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of Delaware and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described in Section 7(b)(i) hereinabove; and (ivv) That AVE's common stock will be listed on the National Quotation Bureaufavorable opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇, Inc.'s Bulletin Board.General Counsel of the Borrower addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (b) The obligations Administrative Agent shall have received a certificate as of AVE a recent date of the good standing of each of (i) the Borrower, and (ii) the Material Subsidiaries, in each case under the laws of their respective jurisdictions of organization, from the Secretary of State or Insurance Regulatory Authority (or comparable Governmental Authority) of such jurisdiction; (c) All legal, tax, accounting, business and other matters relating to the Borrower and its Subsidiaries, documentation and corporate or other proceedings incident to the transactions contemplated hereby shall be reasonably acceptable to the Administrative Agent; all approvals, permits and consents of any Governmental Authority (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement shall be have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and are subject to fulfillmentall related filings, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient voteif any, shall have approved been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that, in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect; (d) Since December 31, 2005, there shall not have occurred any Material Adverse Effect or any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect; (e) The Borrower shall have paid to the Arranger, the Administrative Agent and the Lenders all fees and expenses required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including fees and expenses of counsel) in connection with this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (iif) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York The Administrative Agent shall have received a certificate of DIGITAL Covenant Compliance Worksheet, duly completed and Sellers to such an effect signed certified by a duly authorized the chief financial officer of DIGITAL and by each or treasurer of the SellersBorrower and in form and substance satisfactory to the Administrative Agent, demonstrating Borrower's compliance with the financial covenants set forth in ARTICLE VI determined as of June 30, 2006 other than the computation of the financial covenant set forth in SECTION 6.3 which shall be as of the last day of the month most recently ended prior to the Closing Date; (g) The Administrative Agent shall have received evidence satisfactory to it that, (i) all principal, interest and other amounts outstanding under the Prior Senior Credit Facility, if any, shall be repaid and satisfied in full and (ii) all commitments to extend credit under the agreements and instruments relating to the Prior Senior Credit Facility shall have been terminated; and (iiih) That DIGITAL The Administrative Agent and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE each Lender shall have received a Certificate of DIGITAL such other documents, certificates, opinions and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of instruments in connection with the Sellers; (iv) That DIGITAL's officers will transactions contemplated hereby as it shall have signed non-compete clauses in the form attached hereto as Exhibit "J";reasonably requested.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each Conditions Precedent referenced in Section 4 of the Agreement and detailed below are intended solely for the benefit of Buyer and may be waived only by ▇▇▇▇▇ in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement. The following conditionsare the Conditions Precedent: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required a. The transactions contemplated by this Agreement to be performed or complied with will have been approved by it prior to or all applicable Seller departments, agencies and councils at their respective sole discretion, within one hundred twenty (120) days after Buyer and Seller execute this Agreement. If required by ▇▇▇▇▇▇’s charter, ▇▇▇▇▇▇’s mayor and the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of DirectorsSupervisors, by proper each at their sole discretion, will have enacted a resolution approving, adopting, and sufficient vote, shall have approved authorizing this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation by this Agreement, within one hundred twenty (120) days after Buyer and Seller execute this Agreement (collectively, “Government Approvals”). b. Buyer’s inspection, review and approval, in its sole discretion, of all of AVE's current directors the following within sixty (60) days after the unequivocal receipt of the Government Approvals: (i) the physical characteristics and condition of the election Property (including without limitation the condition of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directorsthe soils); approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's Seller’s Deliveries and Sellers' (iii) the Preliminary Report and all aspects of the Property’s title pursuant to section 1 above (“Due Diligence Approval”). c. Escrow Holder shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided above. d. Seller shall have complied with all of Seller’s duties and obligations contained in the Agreement and all of Seller’s representations and warranties contained herein in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Date.

Conditions Precedent to Closing. The Commitments of the Lenders shall not become effective unless and until (i) the conditions precedent set forth in Section 3.01 of the 364-day $272,500,000 Credit Agreement, dated as of the date hereof, among the Company, the lenders named therein and Citibank, as administrative agent, shall have been satisfied, (ii) the Existing Facilities shall have been terminated and all amounts outstanding thereunder shall have been paid in full and (iii) the Administrative Agent shall have received the following: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject Promissory notes, if requested by any Lender pursuant to fulfillment, prior to or at the Closing, of each Section 2.06. (b) Certified copies of the following conditions:resolutions of the Board of Directors of the Company approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, including the NCUC Order and the SCPSC Order, with respect to this Agreement. (c) A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (d) A certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) That AVE's the accuracy of the representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed that no event has occurred and is continuing which constitutes an Event of Default or complied with all agreementswhich would constitute an Event of Default but for the requirement that notice be given or time elapse, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardboth. (be) The obligations Certified copies of AVE under this Agreement shall be all required governmental approvals and are subject to fulfillment, prior to or at the Closing of each authorizations. (f) Certified copy of the following conditions:restated charter and bylaws of the Company. (ig) That AVE's Shareholders Favorable opinions of counsel for the Company, substantially in the forms of Exhibit C-1 and Board of Directors, by proper Exhibit C-2 hereto and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up as to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes matters as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;any Lender through the Administrative Agent may reasonably request. (iih) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at A favorable opinion of King & Spalding, counsel for the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreementsAdministrative Agent, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses substantially in the form attached hereto as of Exhibit "J";D hereto.

Conditions Precedent to Closing. (a) The obligations of DIGITAL IOI and Sellers the SELLERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITALAPEC's and Sellers' MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time time, and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such MANAGEMENT will deliver an effect signed by a duly authorized officer of DIGITAL and by each of executed certification confirming the Sellers; andforegoing: (iiiii) That DIGITAL APEC and Sellers MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date Closing; (iii) That APEC's directors and AVE shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each properly approved all of the Sellersmatters required to be approved by APEC's directors and shareholders, respectively; (iv) That DIGITALAPEC's Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the change of APEC's corporate name to a name selected by IOI; approved the resignation of all of APEC's current directors and the election of up to three designees of IOI to serve as directors in place of APEC's current directors; and will have approved such other changes as are consistent with this Agreement and approved by IOI and APEC; and (b) The obligation of APEC and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions : (i) That IOI's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and IOI and the IOI PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That IOI and IOI PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) that IOI's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";J. (iv) That IOI's officers shall provide any existing employment agreements which are attached hereto as Exhibit H.

Conditions Precedent to Closing. 4.1 Notwithstanding any other provisions of this Agreement to the contrary, all of Purchaser’s duties and obligations under this Agreement, including, but not limited to, its obligation to close, shall be conditioned upon and subject to the complete satisfaction of the following conditions precedent, each of which condition is for the sole benefit of Purchaser and any of which conditions may be waived by Purchaser at any time at Purchaser’s sole election: (a) The obligations completion of DIGITAL the matters set forth in Sections 2.1 and Sellers under 2.3 herein or the expiration of the Feasibility Study Period and the exercise by Purchaser of the Option; (b) each and every warranty and representation made by Seller or BDA in this agreement Agreement shall be true, correct and accurate in all material respects as of the date hereof and as of the Closing Date; (c) Seller and BDA shall timely perform each and every duty, condition, obligation, covenant, and agreement of Seller and BDA contained in this Agreement, including, without limitation, the execution and/or delivery by Seller and BDA to Purchaser of each and every instrument to which either of them is a party referred to herein or in the Annex; (d) Purchaser shall have obtained all necessary governmental permits and approvals of its site plan, improvements and operations which are subject capable of being obtained and shall have received assurances satisfactory to fulfillmentit that all other necessary permits and approvals can be obtained at no cost to Purchaser, prior to or at the Closingappropriate time from applicable governmental authority and the Architectural Control Committee of ▇▇▇▇▇▇▇▇ Business & Industry Center; and (e) Purchaser has determined to its satisfaction that the Property is free and clear of any liens, of each of encumbrances, covenants, conditions and restrictions except for the following conditionsfollowing: (i) That AVE's representations The defined easements, lot lines, building setback lines and warranties contained herein shall be true restrictions shown on the Survey provided such easements, lines, and correct at restrictions do not materially interfere with or limit Purchaser’s proposed use of the time of Closing, as if such representations and warranties were made at such timeProperty; (ii) That AVE Zoning ordinances in all material respects shall have performed effect provided such ordinances do not materially interfere with or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time limit Purchaser’s proposed use of the ClosingProperty; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of Taxes for the matters described year in Section 7(b)(i) herein; and which the Closing take place (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement which shall be and are subject to fulfillment, prior to or prorated on a calendar year basis at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersClosing); (iv) That DIGITAL's officers will have signed non-compete clauses Declaration of Covenants, Conditions and Restrictions for ▇▇▇▇▇▇▇▇ Business & Industry Center; (v) Rights of others in and to the waters or creeks or branches, if any, crossing the Property and the natural flow thereof, free from diminution or pollution; (vi) Agreement regarding Wetlands recorded in Book 1754, Page 368, ▇▇▇▇ County Registry; and (vii) Such other exceptions as approved by Purchaser as provided in Article XI. All of the foregoing items (i) through (vi) are hereinafter referred to as the “Permitted Exceptions.” (f) There has been no material change in the form attached condition of the Property since completion of the studies and investigations made by Purchaser during the Feasibility Study Period. (g) The terms and conditions set out in Exhibit B hereto as Exhibit "J";respecting the Improvements shall have been satisfied or provision deemed adequate by Purchaser shall have been made for satisfying each such term or condition subsequent to the Closing.

Conditions Precedent to Closing. A Closing shall occur only if the following conditions have been and remain satisfied (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at waived by the Closing, of each Investor in writing in respect of the following conditions:relevant Closing):‌ (i) That AVE's representations the Company has filed a Prospectus Supplement in connection with the applicable Draw Notice qualifying the Draw Shares for distribution and warranties contained herein such Draw Shares will be free trading upon their issuance (subject only to Section 6(c) hereof), and the Company shall not have received any notice of the suspension of qualification of the Common Shares for offering or sale in any Qualifying Jurisdiction or the initiation of any proceeding for such purpose; Draw Shares shall be true free trading under applicable Canadian Securities Laws and correct at the time of ClosingDRS statements (or certificates, as if such representations and warranties were made at such timeapplicable) representing the Draw Shares shall contain no restrictive trading legend; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time issuance of the ClosingDraw Shares will not require the Company to obtain the approval of its shareholders; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all the issuance of the matters described Draw Shares will not result in Section 7(b)(i) herein; and the Investor becoming an Insider (iv) That AVE's common stock and if requested by the Investor the Company will be listed on provide a certificate from the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations transfer agent of AVE under this Agreement shall be the Company as to the number of Common Shares issued and are subject to fulfillment, outstanding as at the date immediately prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersDate); (iv) That DIGITAL's officers the Common Shares remain Listed on the NEO; (v) listing or trading of the Common Shares has not been suspended or threatened to be suspended by the NEO or any Securities Commission during the 20 Trading Days prior to the delivery of the Draw Notice; (vi) the Draw Shares shall have been conditionally approved for listing by the NEO and all necessary notices and filings will have signed non-compete clauses been made with and all necessary consents, approvals, authorizations or waivers will have been obtained by the Company from the NEO to ensure that, subject to fulfilling the Standard Listing Conditions, the Draw Shares will be listed and posted for trading on the NEO upon their issuance; (vii) in the form attached hereto sole reasonable discretion of the Investor, no Material Adverse Effect or Change of Control has occurred or is reasonably expected to occur; (viii) the Company shall have furnished to the Investor a certificate, signed by an officer of the Company, dated the date of the applicable Closing Date, that (A) the Company has duly complied and will continue to comply with all the terms, covenants, and conditions of this Agreement on its part to be complied with up to and following the time of Closing; (B) the representations and warranties of the Company contained in this Agreement are true and correct as Exhibit "J";of the applicable time of Closing with the same force and effect as if made at and as of the time of Closing after giving effect to the transactions contemplated by this Agreement; and

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and are Purchaser’s obligation to close is subject to fulfillment, prior to or at the Closing, of each satisfaction of the following conditions for Purchaser’s benefit (or Purchaser’s written waiver thereof, it being agreed that Purchaser may waive in writing any or all of such conditions) on or prior to the Closing Date: (i1) That AVE's all representations and warranties contained made herein by Seller shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects as of the Closing Date (subject to the provisions of the penultimate paragraph of Section 6.1 below); (2) Seller shall be in compliance in all material respects with all covenants of Seller herein, Seller shall have performed in all material respects all of its obligations hereunder, and Seller shall have tendered all deliveries required of Seller for Closing; (3) there shall be no material adverse change in the matters reflected in the Title Commitment or complied with all agreements, terms and conditions required on the Survey caused by this Agreement Seller or its agents; (4) no material adverse change to be performed the Property caused by Seller or complied with by it prior its agents (or any material portion thereof) or vehicular access to or at the time Land shall exist as of the Closing; (iii5) That AVE's directorsat Closing, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, Seller shall have properly approved all removed any nuclear materials (as such term is defined by the International Atomic Energy Agency) located on the Property in accordance with Section 1.1 of this Agreement; (6) the Property shall not be in violation of any applicable law, ordinance or regulation that materially and adversely affects the use of the matters described Property as a power generation facility; (7) there shall exist no regulatory requirement that inhibits the viability of the transaction for either Seller or Purchaser; (8) there shall exist no actions, suits, arbitrations, lis pendens, special proceedings, general assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other legal proceedings, pending against Seller that would prohibit the consummation of the transaction set forth in Section 7(b)(i) hereinthis Agreement; and (iv9) That AVE's common stock will be listed there shall exist no pending action, suit or legal proceeding against Seller filed by any third party or governmental entity before any court or administrative agency which seeks to invalidate, restrain or prohibit the consummation of the transaction set forth in this Agreement. In the event Purchaser obtains information of an event or circumstance that would, if not resolved, result in the failure of a condition precedent on the National Quotation BureauClosing Date, Inc.'s Bulletin BoardPurchaser shall promptly give Seller written notice of such event or circumstance. Except as otherwise expressly provided herein, if any of the conditions set forth in this Section 4.5(a) is not timely waived in writing by Purchaser or satisfied on or prior to the Closing Date, then Purchaser shall deliver written notice to Seller of the specific conditions that have not been satisfied or waived in writing by Purchaser, and if such specific conditions remain unsatisfied for ten (10) days after delivery of such notice, then Purchaser shall, by written notice delivered to Seller within one (1) business day following the expiration of such ten (10) day period, either (A) elect to waive such unsatisfied condition and proceed to Closing in accordance with the terms of this Agreement, or (B) terminate this Agreement in writing, in which event the ▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be returned to Purchaser and this Agreement shall be terminated and neither party shall have any further rights hereunder, except for those provisions which are expressly stated to survive a termination of this Agreement. If Purchaser does not provide such notice within one (1) business day following the expiration of such ten (10) day period, it shall be deemed to have selected option (B). (b) The obligations Seller’s obligation to close is subject to the satisfaction of AVE under the following conditions for Seller’s benefit (or Seller’s written waiver thereof, it being agreed that Seller may waive in writing any or all of such conditions) on or prior to the Closing Date: (1) there shall exist no actions, suits, arbitrations, claims, attachments, proceedings, general assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending against Purchaser that would prohibit the consummation of the transaction set forth in this Agreement,; and (2) there shall exist no pending action, suit or proceeding against any Purchaser filed by any third party or governmental entity before any court or administrative agency which seeks to invalidate, restrain or prohibit, the consummation of the transaction set forth in this Agreement. Except as otherwise expressly provided herein, if any of the conditions set forth in this Section 4.5(b) is not timely waived in writing by Seller or satisfied on or prior to the Closing Date, then Seller shall deliver written notice to Purchaser of the specific conditions that have not been satisfied or waived in writing by Seller, and if such specific conditions remain unsatisfied for five (5) days after delivery of such notice, then Seller shall, by written notice delivered to Purchaser within one (1) business day following the expiration of such five (5) day period, either (A) to waive such unsatisfied condition and proceed to Closing in accordance with the terms of this Agreement, or (B) terminate this Agreement in writing, in which event the ▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be returned to Purchaser and this Agreement shall be terminated and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, neither party shall have approved any further rights hereunder, except for those provisions which are expressly stated to survive a termination of this Agreement and Agreement. If Seller does not provide such notice within one (1) business day following the transactions contemplated hereby; approved the contemplated reverse split expiration of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; five (ii5) That DIGITAL's and Sellers' representations and warranties contained herein day period, it shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall deemed to have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and selected option (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";B).

Conditions Precedent to Closing. (a) SECTION 5.1. Conditions to Each Party's Obligations. The obligations of DIGITAL and Sellers under this agreement a party hereunder required to be performed on the Closing Date shall be and are subject to fulfillmentthe satisfaction or waiver, at or prior to or at the Closing, of each of the following conditions: (ia) That AVE's The representations and warranties of the other party contained herein in this Agreement and of the other party's parent contained in the Registration Rights Agreement (i) shall be have been true and correct at when made and (ii) shall be (A) in the time case of Closing, as if such representations and warranties were made at such time; that are qualified as to materiality or Material Adverse Effect, true and correct and (iiB) That AVE in all other cases, true and correct in all material respects shall have performed or complied with all agreementsrespects, terms in the case of clauses (A) and conditions required by this Agreement to be performed or complied with by it prior to or at the time (B), as of the Closing; (iii) That AVE's directors, by proper Closing Date with the same force and sufficient vote taken either by consent of directors or at a meeting duly effect as though made on and properly called and held, shall have properly approved all as of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin BoardClosing Date. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, other party shall have approved performed in all material respects all of its obligations, agreements and covenants contained in this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVEother party's outstanding Common Stock; approved the resignation of parent shall have performed in all material respects all of AVE's current directors its obligations, agreements and covenants contained in the election Registration Rights Agreement to be performed and complied with at or prior to the Closing Date. (c) The parent of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will the other party shall have approved such other changes as are consistent with this entered into the Registration Rights Agreement and approved by DIGITAL for submission to AVE stockholders;such agreements shall be in full force and effect. (iid) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there The other party shall have been no Material Adverse Effect with respect delivered to DIGITAL; and York shall have received such party a certificate of DIGITAL and Sellers to such an effect signed executed by it or on its behalf by a duly authorized officer of DIGITAL and by representative, dated the Closing Date, to the effect that each of the Sellers; andconditions specified in paragraphs (a) through (c) of this Section 5.1 has been satisfied. (iiie) That DIGITAL and Sellers Any applicable waiting period under the HSR Act with respect to the consummation of the Transactions shall have performed expired or complied with been terminated. (f) No provision of any Applicable Law, or any injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transactions. (g) All necessary orders and permits approving the Transactions from all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE applicable state regulatory authorities shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers;been obtained. (ivh) That DIGITAL's officers will The Stockholder Approval shall have signed non-compete clauses in the form attached hereto as Exhibit "J";been obtained.

Conditions Precedent to Closing. The obligation of the Lenders to make Advances hereunder comprising the initial Borrowing shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Closing Date the following, each in form and substance satisfactory to the Facility Agent: (a) The obligations each of DIGITAL the Facility Documents duly executed and Sellers under delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (f) below), if any, required in connection with the transactions contemplated by this agreement Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members or manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and are subject correct in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to fulfillment, prior to or at the Closing, incumbency and specimen signature of each of its Responsible Officers authorized to execute the following conditionsFacility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or manager approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) to the best of its knowledge, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) proper financing statements, under the UCC in all jurisdictions that the Facility Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (g) copies of proper financing statements, amendments, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any predecessor in interest (including any transferor); (h) legal opinions (addressed to each of the Secured Parties and DBRS) of (i) Dechert LLP, counsel to the Borrower and the Collateral Manager and (ii) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, covering such matters as the Facility Agent and its counsel shall reasonably request; (i) evidence satisfactory to it that all of the Covered Accounts shall have been established; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Collateral Agent and the Custodian and shall be in full force and effect; (j) evidence satisfactory to it that the Borrower shall have paid (i) the fees to be received by Natixis on or prior to the Closing Date pursuant to this Agreement and each other Facility Document; (ii) the accrued fees and expenses in connection with the transactions contemplated hereby of (A) Ashurst LLP, counsel to the Facility Agent and Lenders, (B) Sidley Austin LLP, counsel to DBRS, and (C) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the Collateral Agent; and (iii) the fees to be received by DBRS on or prior to the Closing Date pursuant to the engagement letter dated as of April 18, 2012 between H.I.G. Whitehorse Holdings, LLC and DBRS. (k) a Retention of Net Economic Interest Letter substantially in the form of Exhibit G; (l) Delivery of the Collateral (including any promissory note, executed assignment agreements and copies of any other Related Documents in Microsoft Word format or portable document format (.pdf) available to the Borrower for each initial Collateral Obligation) in accordance with Section 12.20 shall have been effected; (m) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) That AVE's representations the Borrower is the owner of such Collateral free and warranties contained herein shall be true clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date, (B) those granted pursuant to this Agreement and correct at the time of Closing, as if such representations Account Control Agreement and warranties were made at such time(C) Permitted Liens; (ii) That AVE the Borrower has acquired its ownership in all material respects shall have performed or complied with all agreementssuch Collateral in good faith without notice of any adverse claim, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closingexcept as described in clause (i) above; (iii) That AVE's directorsthe Borrower has not assigned, by proper pledged or otherwise encumbered its interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement and sufficient vote taken either by consent of directors or at the Account Control Agreement; (iv) the Borrower has full right to grant a meeting duly security interest in and properly called assign and held, shall have properly approved all of pledge such Collateral to the matters described in Section 7(b)(i) hereinCollateral Agent; and (ivv) That AVE's common stock will upon grant by the Borrower, Delivery of the Collateral and execution of the Account Control Agreement, the Collateral Agent has a first priority (subject to clause (ii) of the definition of Permitted Liens) perfected security interest in the Collateral; (n) the Facility Agent has received a rating letter satisfactory to the Facility Agent, delivered and signed by DBRS and confirming that the Facility has been assigned at least a “AA” rating by DBRS; (o) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested; and (p) all legal and due diligence matters incident to this Agreement and the other Facility Documents shall be listed satisfactory to the Borrower, the Facility Agent, the Lenders and their respective counsel; (q) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of the Collateral Obligations owned by the Borrower on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditionsDate: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholderseach Collateral Quality Test is satisfied; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; andCoverage Test is satisfied; (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersAdvance Rate Test is satisfied; (iv) That DIGITAL's officers will have signed non-compete clauses no Commitment Shortfall exists; and (v) with respect to any Collateral Obligation with a Credit Estimate, such Credit Estimate has been assigned by DBRS within one year prior to the Closing Date. (r) evidence that the Borrower has directed the Collateral Agent to deposit the Closing Expense Account Amount into the Closing Expense Account for use pursuant to Section 8.12; (s) a certificate of a Responsible Officer of the Borrower or the Collateral Manager, dated as of the Closing Date, specifying the Applicable Row Level to be in effect for purposes of the form attached hereto Matrix; and (t) a certificate of a Responsible Officer of the Collateral Manager, dated as Exhibit "J";of the Closing Date, certifying that each Collateral Obligation owned by the Borrower as of the Closing Date satisfies the requirements of the definition of “Collateral Obligation”.

Conditions Precedent to Closing. (a) The obligations Commitments of DIGITAL the Lenders shall not become effective unless and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of until each of the following conditionsconditions precedent has been satisfied by the Company: (a) the Administrative Agent shall have received the following, each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) That AVE's Promissory notes, if requested by any Lender pursuant to Section 2.06. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, including the NCUC Order and the SCPSC Order, with respect to this Agreement. (iii) A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (iv) A certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) the accuracy of the representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in that no event has occurred and is continuing which constitutes a Default or an Event of Default. (v) Certified copies of all material respects required governmental approvals and authorizations. (vi) Certified copy of the restated charter and bylaws of the Company. (vii) Evidence satisfactory to the Administrative Agent that (i) the Existing Facility shall have performed or complied with been terminated and all agreementsamounts outstanding thereunder shall have been paid in full, terms and conditions required by this Agreement (ii) the commitments under the $1,130,000,000 Credit Agreement, dated as of May 3, 2006, among Progress Energy, Inc. and the lenders and administrative agent parties thereto shall have been reduced to no more than $500,000,000. (viii) Favorable opinions of counsel for the Company, substantially in the forms of Exhibit D-1 and Exhibit D-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) A favorable opinion of King & Spalding LLP, counsel for the Administrative Agent, substantially in the form of Exhibit E hereto. (x) Such information as shall be performed or complied with by it prior sufficient for the Administrative Agent and each Lender to or at verify the time identity of the Closing; Company for purposes of complying with the USA Patriot Act (iii) That AVE's directorsTitle III of Pub. L. 107-56 (signed into law October 26, 2001)), as contemplated by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board8.17 hereof. (b) The obligations Any fees required to be paid on or before the Closing Date shall have been paid by the Company. (c) Unless waived by the Administrative Agent, the Company shall have paid all reasonable out-of-pocket fees, charges and disbursements of AVE under counsel to the Administrative Agent in connection with the preparation and negotiation of this Agreement and the other documents to be delivered in connection herewith to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the provisions of Section 7.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender that has signed this Agreement shall be and are subject deemed to fulfillmenthave consented to, prior approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, approved by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name or acceptable or satisfactory to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at Lender unless the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Administrative Agent shall have received a certificate of DIGITAL and Sellers to notice from such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them Lender prior to or at the time of proposed Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";specifying its objection thereto.

Conditions Precedent to Closing. (a) The obligations of DIGITAL NDL and Sellers the SELLERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) : i. That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITALBBN's and Sellers' MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time time, and that there shall have been no Material Adverse Effect with respect to DIGITALMANAGEMENT will deliver an executed certification confirming the foregoing; ii. That BBN and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date the Closing; iii. That BBN's directors and AVE shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly NDL led and held, shall have received a Certificate properly approved all of DIGITAL the matters required to be approved by BBN's directors and Sellers shareholders, respectively; iv. That BBN's Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; and (b) The obligations of BBN and MANAGEMENT under this Agreement shall be and are subject to such effect signed by fulfillment, prior to or duly authorized officer at the Closing of DIGITAL and by each of the Sellers; (iv) following conditions: i That DIGITALNDL 's officers will and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and NDL and the NDL PRINCIPALS shall deliver an executed certification confirming the foregoing; ii. That NDL and NDL PRINCIPALS shall have signed non-compete clauses in performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the form attached hereto as Exhibit "J";time of Closing

Conditions Precedent to Closing. The obligations of the Banks to make Advances hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.01): (a) The obligations of DIGITAL and Sellers under this agreement Administrative Agent (or its counsel) shall be and are subject to fulfillment, prior to or at the Closing, of have received from each of the following conditions: party hereto either (i) That AVE's representations and warranties contained herein shall be true and correct at the time a counterpart of Closing, as if this Agreement signed on behalf of such representations and warranties were made at such time; party or (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement to be performed or complied with by it prior to or at the time Agreement) that such party has signed a counterpart of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardthis Agreement. (b) The obligations Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks and dated the Closing Date) of AVE under this Agreement (i) Jose▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇unsel for the Borrower, substantially in the form of Exhibit C-1 and (ii) Morg▇▇ ▇▇▇▇▇ & ▇ockius LLP, New York counsel for the Borrower, substantially in the form of Exhibit C-2, in each case covering such other matters relating to the Borrower, the Loan Papers or the Transactions as the Majority Banks shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, the Loan Papers or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 3.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) All consents and approvals required to be obtained from any governmental authority or other Person in connection with the Transactions shall have been obtained, except to the extent that failure to obtain any such consent or approval, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, assets, operations, financial condition or prospects of the Borrower and its Subsidiaries, taken as a whole. (g) The Previous Credit Agreements shall have been terminated and all amounts outstanding thereunder shall have been or shall simultaneously be repaid (or in the case of banker's acceptances listed on Schedule V hereto, shall be deemed to have been issued under the Credit Agreement described in clause (a) of the definition of "Other Credit Agreements"), except that the Credit Agreement referred to in clause (d)(i) of the definition of Previous Credit Agreements shall be terminated and are subject to fulfillment, all amounts outstanding thereunder shall be repaid on or prior to December 1, 1998. (h) There shall not be any litigation, administrative proceedings or at other legal or regulatory actions pending or threatened which individually or in the Closing of each aggregate (i) prevent or impose materially adverse conditions upon any of the following conditions:Transactions or (ii) could reasonably be expected to have a material adverse effect on the business, assets, operations, financial condition or prospects of the Borrower and its Subsidiaries, taken as a whole. (i) That AVE's Shareholders and Board The consummation of Directorsthe Transactions shall not (i) violate any applicable law, by proper and sufficient votestatute, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; rule or regulation or (ii) That DIGITAL's conflict with, or result in a default under, or any right to terminate or renegotiate, any material Debt or contract of the Borrower or any of its Subsidiaries. (j) The Other Credit Agreements shall have become or shall simultaneously become effective. The Administrative Agent shall notify the Borrower and Sellers' representations the Banks of the Closing Date, and warranties contained herein such notice shall be true conclusive and correct at binding. Notwithstanding the time foregoing, the obligations of Closing as if such representations and warranties were made at such time and that there the Banks to make Advances hereunder shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by not become effective unless each of the Sellers; and foregoing conditions is satisfied (iiior waived pursuant to Section 8.01) That DIGITAL and Sellers shall have performed at or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; 3:00 p.m., New York City time, on November 4, 1998 (iv) That DIGITAL's officers will have signed non-compete clauses and, in the form attached hereto as Exhibit "J";event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Conditions Precedent to Closing. (a) The respective obligations of DIGITAL and Sellers each party under this agreement shall be and Agreement with respect to the Merger are subject to fulfillment, prior to or at the Closing, satisfaction of each of the following conditions, unless waived by each of the parties that is the beneficiary of the satisfaction of such condition, at or before the Closing: (ia) That AVE's representations and warranties contained herein shall be true and correct at the time holders of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time a majority of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent outstanding shares of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, Company Common Stock shall have approved this Agreement and the transactions contemplated hereby; approved Merger in accordance with the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors DGCL and the election certificate of up to ___ designees incorporation and bylaws of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholdersthe Company; (iib) That DIGITALthe Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect; (c) the shares of Qwest Common Stock issuable in the Merger shall have been approved for inclusion in NASDAQ/NM, if necessary, subject only to official notice of issuance; (d) each of the Company, its Subsidiaries, Qwest and Qwest Subsidiary shall have obtained from each Governmental Body or other person each Approval or taken all actions required to be taken in connection with each Approval, and all waiting, review or appeal periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ or otherwise prescribed with respect to each Approval shall have terminated or expired, as the case may be, in each case with respect to an Approval that is required or advisable MERGER AGREEMENT 9 15 on the part of such person for (1) the due execution and delivery by such person of each Transaction Document to which it is or may become a party, (2) the conclusion of the Transactions, (3) the performance by such person of its obligations with respect to the Transactions under each Transaction Document to which it is or may become a party and (4) the exercise by such person of its rights and remedies with respect to the Transactions under each Transaction Document to which it is or may become a party or with respect to which it is or may become an express beneficiary, except in each case referred to in the preceding clauses (1), (2), (3) and (4) where the failure to obtain such Approval, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on such person; (e) except as disclosed in Section 4.9 of the Company's Disclosure Schedule or Section 5.7 of Qwest and Sellers' Qwest Subsidiary's Disclosure Schedule, no Action shall be pending against the Company, its Subsidiaries, Qwest and Qwest Subsidiary or, to their knowledge, threatened against any of them or any other person that, individually or in the aggregate, if determined adversely to any of them, could reasonably be expected to have a Material Adverse Effect on any of the Company, its Subsidiaries, Qwest and Qwest Subsidiary; (f) except as disclosed in Section 4.3 of the Company's Disclosure Schedule or Section 5.3 of Qwest and Qwest Subsidiary's Disclosure Schedule, none of the Company, its Subsidiaries, Qwest and Qwest Subsidiary (1) is in violation or breach of or default with respect to (A) any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations or (B) any agreement, indenture or other instrument to which it is a party or by which it or its properties may be bound or affected, (2) would be in violation or breach of or default with respect to any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations in connection with or as a result of the conclusion of any of the Transactions or (3) has received notice that, in connection with or as a result of the conclusion of any of the Transactions, it is or would be in violation or breach of or default with respect to any Regulation of any Governmental Body or any decision, ruling, order or award of any arbitrator applicable to it or its business, properties or operations, except in each case referred to in the preceding clauses (1), (2) (3), and (4) for violations, breaches or defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on such person; (g) except as disclosed in Section 4.6 of the Company's Disclosure Schedule, since December 31, 1996, no circumstance has existed and no event has occurred that has had, will have or could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries; (h) each Transaction Document required to be executed and delivered prior to the Effective Time shall have been so executed and delivered by the respective parties thereto; (i) the representations and warranties of each other party contained herein in each Transaction Document to which such other party is a party shall be true and correct at the time of Closing in all material respects on and as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL Closing Date, with the same force and Sellers shall have performed or complied with all agreements, terms effect as though made on and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each as of the SellersClosing Date; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. (a) 10.1. The obligations of DIGITAL and Sellers under Purchaser to consummate the transactions contemplated by this agreement shall be and Agreement are subject to fulfillment, prior to or at the Closing, of each of the following conditions, any one or more of which may be waived in whole or in part by Purchaser: (ia) That AVE's The representations and warranties contained herein set forth in Section 4.1 hereof shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects at and as of the Closing Date with the same effect as though the same had been made on and as of said date, and at the Closing, Seller shall deliver to Purchaser a certification to such effect. (b) The relocation and expansion of certain Tenants and modification of certain Leases as more fully set forth on Exhibit S attached hereto and made a part hereof have been completed and approved by Purchaser. (c) Seller shall have performed or complied with and performed all agreements, terms material agreements and conditions required by this Agreement to be performed or complied with by it prior to or as of the Closing Date. (d) Purchaser shall have received the Tenant Estoppels from all Tenants above 2,000 square feet of net rentable area prior to Closing (the "Required Estoppels"). Seller shall have the option, but not the obligation, to provide Purchaser with a certificate of Seller (a "Seller Certificate") addressing, in the same manner as provided in an estoppel certificate acceptable in form and substance to Purchaser, the items set forth in each Tenant Estoppel Certificate comprising the Required Estoppels which Seller is required, but is unable, to obtain, it being agreed and understood that the Seller Certificate shall not cover a square footage greater than twenty percent (20%) of the net rentable area at the time Property, excluding the space leased to Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile and Hitachi, unless otherwise agreed to by Purchaser. Notwithstanding the above, Purchaser shall have the option of the Closing;terminating this Agreement if Seller is unable to deliver an estoppel certificate in form and substance satisfactory to Purchaser for either Chrysler, ▇▇▇▇▇▇ Homes, USA Mobile or Hitachi. (iiie) That AVE's directors, by proper and sufficient vote taken either by consent of directors Purchaser may conduct interviews with any or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on Tenants with the National Quotation Bureau, Inc.'s Bulletin BoardSeller or an agent of Seller present. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and the Purchaser hereunder are subject to fulfillmentthe fulfillment or waiver, prior to or at the concurrently with Closing, of each of the following conditions: (a) The Corporation shall have delivered, or caused to be delivered, to the Purchaser duly executed copies of: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such timethis Purchase Agreement; (ii) That AVE the First Note; and (iii) the Subsidiary Guarantees. (b) The Corporation shall have delivered to the Purchaser a duly executed engagement agreement with a Public Company Accounting Oversight Board auditor satisfactory to the Purchaser, acting reasonably, pursuant to which such auditor shall have agreed to complete audits for FY 2021 and FY2022 within the dates indicated in the Definitive Agreement. (c) Each of the representations and warranties of the Corporation contained in Article 6 shall be true and complete in all material respects shall have performed or complied with all agreements, terms on and conditions required by this Agreement to be performed or complied with by it prior to or at as of the time date of the Closing; (iiid) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, The Corporation shall have properly approved obtained or made all approvals, consents, qualifications and filings necessary to complete the purchase and sale described herein, including any approvals, consents, qualifications and filings required to perfect the Security Agreements; (e) An officer of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock Corporation will be listed on deliver to the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditionsPurchaser a certificate certifying: (i) That AVE's Shareholders that the conditions specified in 3.1(b) and Board (d) have been fulfilled; (ii) true and complete copies of Directors, by proper (i) the Constating Documents of the Corporation and sufficient vote, shall have approved (ii) resolutions of the board of directors of the Corporation approving this Purchase Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellershereunder; and (iiif) That DIGITAL and Sellers The Corporation shall have performed or complied with all agreementsdelivered to the Purchaser a certificate of good standing in respect of the Corporation, terms and conditions required by this Agreement to be performed or complied with by them any Subsidiaries of the Corporation, each dated no more than ten (10) days prior to or at the time date of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Closing.

Conditions Precedent to Closing. This Agreement shall become effective on the date (a“Closing Date”) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of that each of the following conditions:conditions has been satisfied (or waived in accordance with this Agreement): (ia) That AVE's representations Each Loan Document shall have been duly executed and warranties contained herein delivered to Administrative Agent by each of the signatories thereto, and each Obligor shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied compliance with all agreements, terms and conditions required by this Agreement of each Loan Document to be performed or complied with by which it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at is a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardparty. (b) The obligations of AVE under this Agreement Administrative Agent shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: have received (i) That AVE's Shareholders acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, or arrangements reasonably satisfactory to Administrative Agent for such filings and Board of Directors, by proper and sufficient vote, recordations shall have approved this Agreement been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to Administrative Agent for the transactions contemplated hereby; approved the contemplated reverse split payment of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors such fees and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL taxes shall have been made), and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's subject to Section 10.1.15, UCC and Sellers' representations Lien searches and warranties contained herein shall be true and correct at termination documents or other evidence reasonably satisfactory to Administrative Agent that such Liens are the time of Closing as if such representations and warranties were made at such time and that there only Liens upon the Collateral, except Permitted Liens. (c) Administrative Agent shall have been no Material Adverse Effect received Lien Waivers with respect to DIGITALany location where Eligible Spare Parts Inventory is held (other than Inventory located at customer locations in the Ordinary Course of Business); provided that no such Lien Waiver is required so long as a Rent and York Charges Reserve has been deducted from the Borrowing Base in respect of such Eligible Spare Parts Inventory. (d) Subject to Section 10.1.15, Administrative Agent shall have received duly executed Deposit Account Control Agreements on each Deposit Account (other than an Excluded Account and the Secured Notes Collateral Account) (i) that is a collections account and (ii) as required by Section 8.6, Securities Account Control Agreements and agreements establishing each Dominion Account and, if applicable, related lockbox, in form and substance reasonably satisfactory to Administrative Agent. (e) Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Senior Officer of the Company certifying that, as of the Closing Date, after giving effect to the Transactions (including, without limitation, any initial Loans made or Letters of Credit issued or Existing Letters of Credit deemed issued hereunder on the Closing Date), the Company and its Subsidiaries, taken as a whole, are Solvent. (f) Administrative Agent shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer Senior Officer of DIGITAL and by each Obligor, certifying as of the SellersClosing Date (i) that attached copies of such Person’s Organizational Documents, as applicable, are true and complete, and in full force and effect, without amendment except as shown; and (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) That DIGITAL to the title, name and Sellers shall have performed or complied with all agreementssignature of each Person authorized to sign the Loan Documents on behalf of such Person, terms and conditions required as applicable. Administrative Agent may conclusively rely on this certificate until it is otherwise notified by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE such Person in writing. (g) Administrative Agent shall have received a Certificate written opinion of DIGITAL ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, in form and Sellers substance reasonably satisfactory to Administrative Agent. (h) Administrative Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such effect signed Person’s jurisdiction of organization. Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization as of a reasonably recent date. (i) Subject to Section 10.1.15, Administrative Agent shall have received certificates of insurance for the insurance policies carried by Obligors reasonably satisfactory to Administrative Agent, as well as all necessary endorsements naming Administrative Agent as an additional insured and lender loss payee with respect to the Collateral, as the case may be, all in compliance with the Loan Documents. (j) No event shall have occurred or circumstance exist since December 31, 2017 that has or would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (k) Borrowers shall have paid all reasonable and documented costs and expenses of the Lead Left Arranger, Administrative Agent and Lenders (including, without limitation, reasonable and documented fees (including such fees agreed upon in the Engagement Letter), disbursements and other charges of one firm of counsel for Administrative Agent, the Lead Left Arranger and their Affiliates, due diligence expenses, the costs of lender meetings, and the audit and appraisal fees and expenses (including, without limitation, reasonable and documented costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) for Administrative Agent) for which invoices with reasonable detail and supporting documentation have been presented at least 1 Business Day prior to the Closing Date. (l) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized officer Senior Officer of DIGITAL and by each Borrower certifying that, as of the Sellers;Closing Date, upon the Borrowing of Loans, giving effect to the issuance or deemed issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith and therewith, as well as any payables stretched beyond their customary payment practices, on the Closing Date Excess Availability (based on the Borrowing Base Report described in clause (r) below) shall be at least $10,000,000. (m) Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, certifying that, as of the Closing Date, the conditions specified in Sections 6.1(s) and (u) and Sections 6.2(a) and (b) are satisfied. (n) Administrative Agent and Lenders shall have received (i) pro forma consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, giving effect to the initial funding of Loans, issuance of Letters of Credit and the funding of the Secured Notes on or before the Closing Date, (ii) forecasts prepared by management of the Borrowers (each in form reasonably satisfactory to Administrative Agent and the Lenders, and evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3) of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each year thereafter during the term of this Agreement, (iii) Audited Financial Statements, (iv) That DIGITAL's officers will the unaudited consolidating financial statements of the Borrowers as of and for each Fiscal Year ended December 31, 2017, December 31, 2016 and December 31, 2015 and (v) unaudited consolidated financial statements of the Company and its Subsidiaries and consolidating financial statements of the Borrowers, in each case, for the Fiscal Quarter ended March 31, 2018. (o) Administrative Agent and Lenders shall be reasonably satisfied with the capital structure of the Company and its Subsidiaries. (p) Each Lender shall have signed nonreceived internal credit approval for the extension of credit under this Agreement. (q) (i) Administrative Agent shall have received, at least 3 Business Days prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-compete clauses money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested in writing at least 5 Business Days prior to the Closing Date by Administrative Agent or any Lender; (ii) at least 3 Business Days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to Administrative Agent and each Lender that so requests in writing at least 5 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower and (iii) Administrative Agent shall have received reasonably satisfactory background checks on key members of management of each Borrower. (r) Administrative Agent shall have received a Borrowing Base Report dated as of May 31, 2018 in form and substance reasonably satisfactory to it, including aging reports for the Eligible Accounts Receivable. (s) There is no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that (a) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (b) relates to this Agreement, any other Loan Document or any Transaction. (t) Administrative Agent shall have received a certificate, in form attached hereto and substance reasonably satisfactory to it, of a duly authorized Senior Officer of each Obligor, (i) either (x) attaching copies of all consents and approvals required in connection with the execution, delivery and performance by any Obligor and the validity against any such Obligors of the Loan Documents to which it is a party, and such consents and approvals shall be in full force and effect, or (y) certifying that no such consents, licenses or approvals are so required and (ii) certifying no law or regulation is applicable that could restrain, prevent or impose any material adverse conditions on the Obligors. (u) After giving effect to the Transactions, neither the Company nor its Subsidiaries shall have any Material Debt for borrowed money other than (i) the Secured Notes, (ii) the Senior Notes and (iii) this Agreement. (v) The Lenders shall have received the fees required to be paid under Section 3.2.4. Without limiting the generality of the provisions of Section 13.3, for purposes of determining compliance with the conditions specified in this Section6.1, each Lender and Issuing Bank that has executed and delivered (and, as Exhibit "J";applicable, released from escrow) its signature page to this Agreement shall be deemed to (i) have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender and Issuing Bank and (ii) have received internal credit approval for the extension of credit under this Agreement, in each case, unless Administrative Agent shall have received notice from such Lender or Issuing Bank prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing. (a) The Lender has entered into this Bond Purchase Agreement in reliance upon the Authority’s representations and agreements herein and the performance by the Authority of its obligations hereunder, both as of DIGITAL the date hereof and Sellers as of the date of Closing. The Lender’s obligations under this agreement Bond Purchase Agreement are and shall be and are subject to fulfillment, prior to or at the Closing, of each of the following further conditions: (ia) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, the Documents and the Bond shall have been duly executed and delivered by the parties thereto and shall be in full force and effect and the Documents and the Bond shall not have been amended, modified or supplemented, except as if may have been agreed to in writing by the Lender, and the Authority and the County shall have duly adopted and there shall be in full force and effect such representations resolutions as, in the opinion of Sands ▇▇▇▇▇▇▇▇ PC, Richmond, Virginia, Bond Counsel, shall be necessary in connection with the transactions contemplated hereby and warranties were made at such timethereby; (iib) That AVE at the Closing, the Lender shall receive in addition to the Bond and the Documents, the following: (1) (A) the approving opinion, dated the date of Closing, in form and substance satisfactory to the Lender, of Bond Counsel (including an opinion that the Bond is “bank qualified”); and (B) the opinion of the County Attorney and of Authority Counsel, in the forms attached hereto as Exhibits B and C, with such changes in such opinion as Bond Counsel and the Lender shall approve; (2) Such additional legal opinions, certificates, proceedings, instruments, and other documents, as the Lender or Bond Counsel may reasonably request to evidence (A) compliance by the Authority with legal requirements relating to the issuance of the Bond, or the representations set forth in the Tax and Nonarbitrage Certificate, (B) the truth and accuracy, as of the date of Closing, of all material respects shall have performed representations herein contained, and (C) the due performance or complied with satisfaction by the Authority and the County at or prior to such date of all agreements, terms and conditions required by this Agreement agreements then to be performed or complied with by it prior and all conditions then to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) hereinbe satisfied as contemplated under this Bond Purchase Agreement; and (iv3) That AVE's common stock will be listed Resolutions adopted by the Authority on October , 2022 (the National Quotation Bureau"Resolution") and by the Board of Supervisors on October 11, Inc.'s Bulletin Board2022 (the "County Resolution"), each authorizing the appropriate actions for this financing as approved by Bond Counsel. (bc) The obligations From the time that the parties have entered into this Bond Purchase Agreement and the date of AVE under this Agreement Closing there shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditionshas not been: (1) any material change in the financial condition of the County (2) any event, court decision, proposed law or rule, decision, or case effecting tax incidents of the Bond. (3) a national or international crisis materially affecting, in the Lender’s opinion, the market price of the Bond. (d) Evidence that the Lease, Ground Lease and Assignment Agreement have been recorded in the County land records. If the Authority shall be unable to satisfy the conditions to the Lender’s obligations contained in this Bond Purchase Agreement or if the Lender’s obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Authority, nor the Lender shall have any further obligations hereunder, except that (i) That AVE's Shareholders the representations and Board warranties of Directors, by proper and sufficient vote, shall have approved this Agreement the Authority and the transactions contemplated herebyCounty set forth in Section 2 and Section 3, respectively, herein (as of the date made) will continue in full force and effect; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each obligations of the Sellers; and (iii) That DIGITAL County to pay the expenses and Sellers costs set forth in Section 6 shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";continue.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers the Parties under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (ia) That AVE's Each of the representations and warranties of the Parties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing Date as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed except for changes permitted or contemplated by a duly authorized officer of DIGITAL and by each of the Sellers; andthis Agreement; (iiib) That DIGITAL and Sellers The Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersClosing; (c) The Board of Directors of the Company shall unanimously approve and deliver to ▇▇▇▇▇▇▇▇ & Associates, PA (the "Escrow Agent") in escrow, resolutions with respect to: (i) approving the Share Exchange and the other actions set forth herein; (ii) increasing or directing the size of the Company’s Board of Directors (the “Board”) to be a number of members as determined by OELC; (iii) electing individuals selected by OELC to the Board, (iv) That DIGITAL's the current members of the Board tendering their resignations as officers will and directors of ALAS to be effective as of the later of the Closing Date or within 10 days of filing Form 14-F; (iv) an amendment to the Company’s Certificate of Incorporation changing its name to “Excellux, Inc.”; (d) The Company shall prepare and deliver to OELC for review, a Form 8-K filing as required to be filed with the Securities and Exchange Commission in connection with the execution of this Agreement; (e) The Company shall take such actions as are required such that at Closing there shall be a total of 45,000,000 shares of Common Stock issued after giving effect to the acquisition of the OELCs Shareholders and their designees of 33,000,000 shares of the Common Stock as set forth on OELC Disclosure Schedule 1.1. (f) The Company shall prepare and deliver to OELC for review, a Schedule 14-F filing to be filed with the Commission on the Closing date; (g) The Company shall deliver letters of resignation of its current officers and directors to be effective ten (10) days following the filing of the Schedule 14-F; (h) The Company shall have signed non-compete clauses in delivered deliver to the form attached hereto Escrow Agent a total of 33,000,000 shares of Common Stock of the Company for delivery to the OELCs shareholders and their designees; (i) The Company shall use its reasonable best efforts to prepare and complete the documents necessary to be filed with local, state and federal authorities to consummate the transactions contemplated hereby, including a Schedule 14C Information Statement or 14A Proxy Statement as Exhibit "J";to the amendment to the Articles of Amendment to Certificate of Incorporation (the “Articles of Amendment”) as required to effectuate the terms and conditions of this Agreement and clear comments with the SEC as to same as may be required; and

Conditions Precedent to Closing. (a) Conditions Precedent to the Obligations of NTI and Newco. The obligations of DIGITAL NTI and Sellers under Newco to consummate the transactions contemplated by this agreement shall be and Agreement are subject to fulfillment, the satisfaction at or prior to or at the Closing, of each Closing of the following conditions: (i) That AVE's The representations and warranties of the Shareholders and the Company contained herein in this Agreement and in any certificate or other document delivered pursuant to this Agreement shall be true and correct at the time of Closing, as if such in all material respects (except for representations and warranties were which are by their terms qualified by materiality, which shall be true and correct in all respects) as of the Closing Date with the same force and effect as though made at on and as of such time;date. (ii) That AVE in all material respects shall have performed or complied with all agreementsAll of the terms, terms covenants and conditions required by of this Agreement to be performed or complied with by it the Shareholders and the Company on or prior to the Closing Date shall have been duly performed or at the time of the Closing;complied with in all material respects. (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, There shall not have properly approved all of the matters described in Section 7(b)(i) herein; andoccurred any Material Adverse Effect. (iv) That AVE's common stock will be listed on The Shareholders and the National Quotation BureauCompany shall have obtained all authorizations, Inc.'s Bulletin Boardwaivers, consents and approvals of, and made all filings, applications and notices with, Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement, each of which shall have been obtained without the imposition of any adverse term or condition. (bv) NTI and Newco shall have received from legal counsel to the Shareholders and the Company, an opinion letter, dated the Closing Date, in a form reasonably satisfactory to NTI and Newco. (vi) The obligations Shareholders and the Company shall have delivered to Newco a certificate executed by an officer of AVE under this Agreement shall be and are subject to fulfillmentthe Company, prior to or at dated the Closing of each of Date, certifying in such detail as Newco may reasonably request, that the following conditions:conditions specified in Sections 6(a)(i), (ii), (iii), (iv), (viii) and (ix) have been fulfilled. (ivii) That AVE's Shareholders Johan Olstenius, Stuart Campbell and Board of Directors, by proper and sufficient vote, Fahim Ahmed shall have approved this Agreement executed and ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇co the ▇▇▇▇▇▇▇▇▇▇ Agreements, the Stock Option Agreements and the Subscription Agreements. (viii) Li-Chen Liu shall have executed and delivered to NTI the ▇▇▇▇▇▇▇etition Agreement. (ix) All authorizations, approvals, waivers, consents, filings, applications and notices required by governmental authorities for the consummation of the transactions contemplated hereby; approved by this Agreement, including without limitation, authorizations under the contemplated reverse split laws of AVE's outstanding Common Stock; approved the resignation ROC governing foreign investment for Newco to establish a branch office in the ROC and/or which are reasonably necessary for the operation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved Purchased Assets on a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are going concern basis consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there past practices shall have been no Material Adverse Effect with respect to DIGITALmade or obtained; and York all of such items shall have received a certificate been obtained without the imposition of DIGITAL and Sellers any term or condition which would adversely affect NTI, Newco or the Purchased Assets. (x) No litigation, arbitration or other proceeding shall be pending or, to such an effect signed by a duly authorized officer of DIGITAL and by each the Knowledge of the SellersParties, threatened by or before any court, arbitration panel or governmental authority; and (iii) That DIGITAL and Sellers no law or regulation shall have performed been enacted after the date of this Agreement; and no judicial or complied with all agreementsadministrative decision shall have been rendered; in each case, terms and conditions required which enjoins, prohibits or materially restricts, or seeks to enjoin, prohibit or materially restrict, the consummation of the transactions contemplated by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each operation of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Purchased Assets on a going concern basis by Newco.

Conditions Precedent to Closing. Neither Agent nor any Lender shall be obligated to make the initial Loans, or to take, fulfill, or perform any other action under this Agreement, until the following conditions have been satisfied to Agent’s complete satisfaction or waived in writing by Agent and the Lenders: (a) The obligations of DIGITAL and Sellers under this agreement Agent shall be and are subject to fulfillment, prior to or at the Closing, of have received each of the following conditions:documents, agreements, instruments, reports, certificates and statements set forth on the Schedule of Documents, each duly executed by the appropriate parties and in form and substance satisfactory to Agent; (ib) That AVEpayment by Borrower of the Agent’s Fees and all other fees, costs, and expenses of closing (including reasonable fees of counsel to Agent invoiced as of the Closing Date); (c) no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, Governmental Authority or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or that is related to or arises out of, this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby or thereby and that, in Agent's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any other Loan Document; (d) Agent and each Lender shall have completed their business and legal due diligence, including a Collateral audit and field examination, with results satisfactory to Agent; (e) all of the representations and warranties contained herein of Borrower under this Agreement and the other Loan Documents shall be true and correct in all material respects at such date, except to the time of Closing, as if extent any such representations and warranties were made at relate to an earlier date in which case such time; (ii) That AVE representations and warranties shall remain true and correct in all material respects as of such earlier date (provided that the foregoing materiality qualifications shall not apply to any representations and warranties that already are qualified or modified by materiality in the text thereof), and Agent shall have performed or complied with all agreementsreceived a certificate, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time dated as of the ClosingClosing Date, to that effect signed by an Authorized Signatory; (iiif) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, Agent shall determine that no Material Adverse Effect shall have properly occurred since the most recent audited Financial Statements delivered to Agent prior to the Closing Date; (g) Agent shall have received opinions of counsel of (i) Winston & ▇▇▇▇▇▇ LLP, special counsel to Borrower and (ii) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Maryland counsel to Borrower, each in form and substance satisfactory to Agent; (h) Agent shall have received and approved all Borrower’s Credit Policy, which shall be consistent with those previously represented to Agent and shall be acceptable to Agent in its sole discretion; (i) Agent shall have received evidence satisfactory to Agent either that any Person having a Lien (except for Permitted Liens) with respect to the assets of Borrower shall have released such Lien or that such Lien shall be automatically terminated upon the funding of the matters described in Section 7(b)(i) hereinLoans to be made on the Closing Date; and (ivj) That AVE's common stock will all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be listed on in form and substance satisfactory to Agent. If any other term of any Loan Document should conflict, or appear to conflict, with this Section 2.1, the National Quotation Bureauterms of this Section 2.1 shall control, Inc.'s Bulletin Board. (b) The obligations of AVE and Borrower shall not have any rights under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of any other Loan Document until each of the following conditions: (i) That AVE's Shareholders and Board conditions of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have Section 2.1 has been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required to Agent’s satisfaction or specifically waived in a writing by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Agent.

Conditions Precedent to Closing. Each Party shall be entitled to refuse Closing for as long as any of the following conditions has not been met or waived as being a condition precedent to Closing, provided that such condition is legally waivable: (a) The obligations All Governmental Approvals required for the consummation of DIGITAL this Agreement and Sellers under this agreement shall be to operate the Acquired Assets in the manner contemplated by the Toll Manufacturing Agreement have been obtained, including without limitation, a license, dated July 16, 2007, to Buyer from Swissmedic for Buyer to manufacture and are subject to fulfillment, prior to or sell the Products at the ClosingReal Property, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closingattached hereto as Schedule 4.2(a)(i), as if such representations and warranties were made at such time; well as the Cantonal Operating Approval dated July 16, 2007, attached hereto (iitogether with the questionnaire) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardas Schedule 4.2(a)(ii). (b) The obligations Real Property Deed and the related application to the real estate register have been properly signed and entered in the Journal of AVE under this Agreement the Land Registry in the Municipality of Zofingen, with written confirmation of such entry. (c) Availability for delivery of each closing item specified in Article 4.3(a), but only Buyer shall be and are subject entitled to fulfillment, prior refuse Closing due to or at the Closing absence of such items. (d) Availability for delivery of each closing item specified in Article 4.3(b), but only Seller shall be entitled to refuse Closing due to the absence of the following conditions:such items. (ie) That AVE's Shareholders and Board No Material Adverse Change has occurred between the date of Directors, by proper and sufficient vote, shall have approved signing of this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up Closing Date, but only Buyer shall be entitled to ___ designees of DIGITAL refuse Closing due to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;Material Adverse Change. (iif) That DIGITAL's All Transferred Employees were duly informed of and Sellers' representations substantially all Transferred Employees, and warranties contained herein in any event all key Transferred Employees identified on Schedule 4.2(f), have consented in writing to the transfer of their employment from Seller to Buyer as of the Closing Date, with retroactive effect as of 1 January 2008. Substantially none of the Transferred Employees and none of the key Transferred Employees have tendered their resignation. To the actual knowledge of the persons listed in Schedule 5.9(g)(i) (whereby it is understood that such persons have no duty of independent verification), none of the key Transferred Employees identified on Schedule 4.2(f) have threatened to tender their resignation. Only Buyer shall be true entitled to refuse Closing due to the absence of any such item of this clause (f). Prior to Seller filing the application referred to in letter (b), Buyer and correct at Seller shall provide each other with a written confirmation that, subject to the time provision of Closing as if such representations the written confirmation of the entry referred to in letter (b) above and warranties were made at such time subject to the actual delivery of the items referenced in Section 4.2(b) and that there shall (c) above, the other conditions precedent have been no Material Adverse Effect with respect met to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed their satisfaction or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";are waived.

Conditions Precedent to Closing. (a) The obligations of DIGITAL REDCELL and Sellers the SELLERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVEREDCELL's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time time, and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such MANAGEMENT will deliver an effect signed by a duly authorized officer of DIGITAL and by each of executed certification confirming the Sellers; andforegoing; (iiiii) That DIGITAL REDCELL and Sellers REDCELL's MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date the Closing; (iii) That REDCELL's directors and AVE shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each properly approved all of the Sellersmatters required to be approved by REDCELL's directors and shareholders, respectively; (iv) That DIGITALREDCELL's officers Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the change of INFOBOOTH's corporate name to REDCELL POWER CORPORATION; approved the resignation of all of INFOBOOTH's current directors and the election of up to three designees of REDCELL to serve as directors in place of INFOBOOTH's current directors; and will have signed non-compete clauses in approved such other changes as are consistent with this Agreement and approved by REDCELL and INFOBOOTH; and (b) The obligations of INFOBOOTH and INFOBOOTH'S MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or at the form attached hereto Closing of each of the following conditions: (i) That INFOBOOTH's representations and warranties contained herein shall be true and correct at the time of Closing as Exhibit "J"if such representations and warranties were made at such time and INFOBOOTH shall deliver an executed certification confirming the foregoing; (ii) That INFOBOOTH shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) That INFOBOOTH's directors and shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have properly approved all of the matters required to be approved by INFOBOOTH's directors and shareholders, respectively;

Conditions Precedent to Closing. Subject to Section 3.02, the obligation of the Lenders hereunder shall be subject to the conditions precedent that the Facility Agent shall have received on or before the Closing Date the following, each in form and substance reasonably satisfactory to the Facility Agent: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower, the Fund, and the Collateral Manager as in effect on the Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings (other than the UCC financing statements to be filed pursuant to clause (g) below), if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) That AVE's as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties contained herein set forth in the 109 Facility Documents to which it is a party are true and correct in all material respects as of the 110 Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed as of such earlier date), (iv) no Default or complied with all agreementsEvent of Default has occurred and is continuing, terms and conditions required by this Agreement (v) as to be performed or complied with by the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it prior to or at the time of the Closingis a party; (iiie) That AVE's directors, by proper and sufficient vote taken either by consent a certificate of directors or at a meeting duly and properly called and held, shall have properly approved all Responsible Officer of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions:Collateral Manager certifying (i) That AVE's Shareholders and Board of Directorsas to its Constituent Documents, by proper and sufficient vote, shall have approved this (ii) as to its resolutions approving the Collateral Management Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up thereby, including acting pursuant to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; Agreement, (iiiii) That DIGITAL's and Sellers' that its representations and warranties contained herein set forth in the Collateral Management Agreement are true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct at the time in all material respects as of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreementsearlier date), terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";no Default or Event of Default has occurred and is continuing, and

Conditions Precedent to Closing. (a) The obligations of DIGITAL ANBT and Sellers the SELLERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVEE▇▇▇'▇ and MANAGEMENT's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time time, and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such MANAGEMENT will deliver an effect signed by a duly authorized officer of DIGITAL and by each of executed certification confirming the Sellers; andforegoing; (iiiii) That DIGITAL E▇▇▇ and Sellers MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date the Closing; (iii) That E▇▇▇'▇ directors and AVE shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly ANBT led and held, shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each properly approved all of the Sellersmatters required to be approved by E▇▇▇'▇ directors and shareholders, respectively; (iv) That DIGITALE▇▇▇'▇ Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; and (b) The obligations of E▇▇▇ and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That ANBT 's officers will and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and ANBT and the ANBT PRINCIPALS shall deliver an executed certification confirming the foregoing; (ii) That ANBT and ANBT PRINCIPALS shall have signed non-compete clauses in performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the form attached hereto as Exhibit "J";time of Closing; and

Conditions Precedent to Closing. The Commitments of the Lenders shall not become effective unless and until (iv) the conditions precedent set forth in Section 3.01 of the $375,000,000 5-Year Revolving Credit Agreement, dated as of the date hereof, among the Company, the Banks, the Lenders from time to time party thereto and Citibank, N.A., as Administrative Agent shall have been satisfied, (v) the Existing Facilities shall have been terminated and all amounts outstanding thereunder shall have been paid in full and (vi) the Administrative Agent shall have received the following: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject A Notes to fulfillment, prior to or at the Closing, of each order of the following conditions:Lenders, respectively. (b) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, including the NCUC Order and the SCPSC Order, with respect to this Agreement and the Notes. (c) A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (d) A certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) That AVE's the accuracy of the representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed that no event has occurred and is continuing which constitutes an Event of Default or complied with all agreementswhich would constitute an Event of Default but for the requirement that notice be given or time elapse, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardboth. (be) The obligations Certified copies of AVE under this Agreement shall be all required governmental approvals and are subject to fulfillment, prior to or at the Closing of each authorizations. (f) Certified copy of the following conditions:Restated Charter and By-Laws of the Company. (ig) That AVE's Shareholders and Board A favorable opinion of Directorscounsel for the Company, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses substantially in the form attached of Exhibit D-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (h) A favorable opinion of King & Spalding, counsel for the Administrative Agent, substantially in the form of Exhibit "J";E hereto.

Conditions Precedent to Closing. (a) 13.1 Conditions Precedent to Obligations of Griptec and GTI Sub. ---------------------------------------------------------- The obligations of DIGITAL Griptec and Sellers under this agreement shall be and GTI Sub are subject to fulfillment, the fulfillment or satisfaction at or prior to or at the Closing, Closing Date of each of the following conditions: (ia) That AVE's The representations and warranties contained herein of USG and each of the USG Shareholders shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects as of the Closing Date; and USG and the USG Shareholders shall have delivered to Griptec and GTI Sub a certificate of an executive officer, dated as of the Closing Date, to the foregoing effect. (b) USG and the USG Shareholders shall have performed or and complied with all agreements, terms and covenants or conditions required of them by this Agreement to be performed or and complied with by it prior to or at the time Closing Date; and USG and the USG Shareholders shall have delivered to Griptec and GTI Sub a certificate of an executive officer, dated as of the Closing; (iii) That AVE's directorsClosing Date, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of to the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardforegoing effect. (bc) No material adverse change in the condition (financial or otherwise), operations, assets, liabilities, business or prospects of the business of USG shall have occurred, whether or not such change shall have been caused by the deliberate act or omission of USG and/or any of the USG Shareholders, and USG and the USG Shareholders shall have delivered to Griptec and GTI Sub a certificate of an executive officer, dated as of the Closing Date, to the foregoing effect. (d) The obligations Bank shall have consented to the transfer of AVE under this Agreement the Bank Loan on terms acceptable to Griptec or shall be have agreed to terminate its security interest in the assets of USG upon payment in full of the Bank Loan. (e) Griptec shall have approved, in its sole and are subject absolute discretion, the terms of all contracts to fulfillmentwhich USG is a party, prior to or at including those with ARC Industries, Chandler, Arizona; Medway Plastics, Long Beach, California; and World-Line Inc., Red Springs, North Carolina; and the Closing open purchase order from Cobra Golf, Vista, California. (f) Griptec shall have approved, in its sole and absolute discretion, the suitability of each of the following conditions:USG Shareholders. (ig) That AVE's Shareholders Each director and Board officer of DirectorsUSG, by proper and sufficient voteeach USG Shareholder, shall have approved this Agreement deliver to Griptec at or prior to the Closing a general release in form reasonably acceptable to Griptec and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors general release from each director and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved officer shall also include a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";resignation.

Conditions Precedent to Closing. (a) 4.2.1 Conditions to Obligations of Each Party The respective obligations of DIGITAL and Sellers the Parties hereto to effect the transactions contemplated under this agreement Agreement shall be and are subject to fulfillmentthe satisfaction or (where permitted) waiver, prior to on or at by September 30, 2006 or such other date as the ClosingParties may agree (the Long Stop Date), of each of the following conditions: (a) (i) That AVE's representations the governmental or administrative approvals set forth in Schedule 4.2.1(a)(1) (the Governmental Approvals) and warranties contained herein the third party consents set forth in Schedule 4.2.1(a)(2) (the Material Third Party Consents) shall be true have been obtained, either (x) unconditionally, (y) subject to the satisfaction of conditions or commitments reasonably acceptable to the Buyer or (z), with respect to Governmental Approvals, tacitly or otherwise in a manner which, in the reasonable opinion of Buyer’s legal counsel in the applicable jurisdiction, permits Buyer to proceed to effect the transactions contemplated under this Agreement without material risk of governmental action against Buyer, Buyer’s assets or the TE Assets, and correct at (ii) any waiting period under the time applicable governmental and administrative laws and regulations set forth in Schedule 4.2.1(a)(1) shall have expired or been terminated by the competent authorities, in each case with the effect of Closing, as if such representations and warranties were made at such timea Governmental Approval of the transactions contemplated by this Agreement; (iib) That AVE in all material respects no action by a third party shall be pending and no order, injunction or decree of any court, administrative body or arbitration tribunal which prevents the Closing of the transactions contemplated hereunder shall have performed or complied with all agreements, terms been issued and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closingnot vacated; (iiic) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, the Materiality Condition shall have properly approved all been satisfied and either Seller or Buyer shall have made a request pursuant to Article 4.2.6 (a) that Closing be effected; (d) the Parties shall have reached agreement on the definitive versions of the matters described in Section 7(b)(i) hereinAncillary Agreements and the Excluded Plant Lease Agreements; and (ive) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE employee information and consultation requirements and any other employee information and consultation steps required under this Agreement shall be and are subject the laws applicable to fulfillment, prior to or at the Closing of each any part of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and TE Business in connection with the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall Agreement, have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";performed.

Conditions Precedent to Closing. (a) The obligations of DIGITAL CMAC and Sellers the SELLERS under this agreement Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: : (i) That AVEMMI's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time time, and that there shall have been no Material Adverse Effect with respect to DIGITALwill deliver an executed certification confirming the foregoing; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iiiii) That DIGITAL and Sellers MMI shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date the Closing; (iii) That MMI's directors and AVE shareholders, by proper and sufficient vote taken either by consent or at a meeting duly and properly called and held, shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each properly approved all of the Sellers; matters required to be approved by MMI's directors and shareholders, respectively; (iv) That DIGITALMMI's officers Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of MMI's outstanding Common Stock without changing either the authorized shares or the par value; approved the change of MMI's corporate name to a name selected by CMAC; approved the resignation of all of MMI's current directors and the election of up to three designees of CMAC to serve as directors in place of MMI's current directors; and will have signed non-compete clauses in approved such other changes as are consistent with this Agreement and approved by CMAC and MMI; and (b) The obligations of MMI under this Agreement shall be and are subject to fulfillment, prior to or at the form attached hereto Closing of each of the following conditions: (i) That CMAC's and SELLERS' representations and warranties contained herein shall be true and correct at the time of Closing as Exhibit "J";if such representations and warranties were made at such time and CMAC and the CMAC PRINCIPALS shall deliver an executed certification confirming the foregoing; That CMAC and CMAC PRINCIPALS shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and 7. Termination This Agreement may be terminated at any time before or at Closing, by; (a) The mutual agreement of the parties; (b) Any party if: (i) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished on or before March 31, 1999.

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement Operating Partnership to issue the Units in exchange for the Stock on the Closing Date shall be and are subject to fulfillment, prior to or at the Closing, of each satisfaction of the following conditions: (i) That AVE's Contributor will contribute and deliver, or will cause to be contributed and delivered, stock certificates representing the Stock, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (ii) Contributor delivers, or causes to be delivered, the Lock-Up Agreement and the Amended and Restated Agreement of Limited Partnership of Operating Partnership, attached as EXHIBIT 1.31 hereto; (iii) all requisite consents and approvals of third parties to the consummation of the transactions are obtained; (iv) the IPO is consummated; (v) the representations and warranties contained herein in Article III hereof, the Exhibits attached hereto and in all certificates and other documents to be delivered by Contributor pursuant to this Agreement shall be true true, complete and correct accurate as of the date hereof and at and as of the time of Closing, Closing Date as if though such representations and warranties were made at and as of such timedate; (iivi) That AVE the Contributor performs, in all material respects shall have performed or complied with all agreementsrespects, terms each covenant and conditions agreement set forth in Article V hereto required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iiivii) That AVE's directors, by proper and sufficient vote taken either by consent of directors Contributor delivers to Operating Partnership such certificates as it may reasonably request on or at a meeting duly and properly called and held, shall have properly approved all of prior to the matters described Pricing Date to evidence compliance with the conditions set forth in this Section 7(b)(i2.2; (viii) hereinContributor delivers the Release; and (ivix) That AVE's common stock will be listed on each Related Agreement shall have been executed and delivered by each of the National Quotation Bureauother Stockholders, Inc.'s Bulletin Boardand each condition precedent required by the Related Agreements shall have been completed or waived. (b) The obligations of AVE under this Agreement Contributor to contribute the Stock in exchange for the Units on the Closing Date shall be and are subject to fulfillment, prior to or at the Closing of each satisfaction of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and the Company distributes to Contributor cash in amount sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of to allow Contributor to meet his Estimated Income Tax Obligations up to ___ designees of DIGITAL to serve as directors the Closing Date, determined in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent accordance with this Agreement and approved by DIGITAL for submission to AVE stockholdersSECTION 5.5 hereof; (ii) That DIGITAL's and Sellers' Operating Partnership delivers, or causes to be issued to Contributor, the Units in accordance with the terms of this Agreement; (iii) the IPO is consummated; (iv) the representations and warranties contained herein in Article IV hereof and in all certificates to be delivered by Operating Partnership pursuant to this Agreement shall be true and correct accurate as of the date hereof and at and as of the time of Closing Date as if though such representations and warranties were made at and as of such time date; (v) Operating Partnership delivers to Contributor the Release and that there shall have been no Material Adverse Effect such certificates as he may reasonably request on or prior to the Pricing Date to evidence compliance with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellersconditions set forth in this Section 2.2; and (vi) Operating Partnership delivers, or causes to be delivered, the Opinion of Operating Partnership's counsel. (c) On the Pricing Date, Contributor agrees to deliver or cause to be delivered, in escrow, to Hunton & ▇▇▇▇▇▇▇▇, counsel to Operating Partnership, the items described in subparagraphs 2.2(a)(i), (ii), (iii) That DIGITAL and Sellers shall have performed (vii), and Operating Partnership agrees to deliver or complied with all agreements, terms and conditions required by this Agreement cause to be performed delivered, in escrow, to Hunton & ▇▇▇▇▇▇▇▇ the items in subparagraphs 2.2(b)(ii), (v) and (vi). Unless otherwise directed by Contributor and Operating Partnership, if the closing is canceled, postponed or complied with otherwise fails to occur on or before the seventh (7th) business day following the Pricing Date, Hunton & ▇▇▇▇▇▇▇▇ shall return to Contributor or Operating Partnership, as the case may be, all items delivered to them by them prior to or at the time end of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";day.

Conditions Precedent to Closing. (a) The PURCHASER’s obligations to carry out the terms of DIGITAL this Agreement and Sellers to complete its transactions contemplated under this agreement shall be and Agreement are subject to fulfillment, prior the fulfillment to or at the Closing, satisfaction of Amgentech of each of the following conditionsconditions at or prior to the Time of Closing: A. Each of the Shareholders and SUGO (icollectively, the “SUGO Group”) That AVE's shall have complied with all of their respective covenants and agreements contained in this Agreement; and B. The SUGO Group shall transfer, or will cause to be transferred, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – Amgentech, Inc Sixty (60%) or 278,212,899, whichever is greater of the issued and outstanding SUGO Shares; and C. The representations and warranties of each of the SUGO Group contained herein in this Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shall be completely true and correct at the time of Closing, as if such representations and warranties were had been made as of the Time of Closing. The conditions set forth above are for the exclusive benefit of Amgentech and may be waived by Amgentech in whole or in part at any time at or before the Time of Closing, as long as such time; (ii) That AVE conditions are waived in all material respects shall have performed or complied with all agreements, writing. Amgentech obligation to carry out the terms and conditions required by of this Agreement and to be performed or complied with by it prior to or at complete the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE transactions contemplated under this Agreement shall be and are subject to fulfillment, prior the fulfillment to or at the Closing SUGO’s satisfaction of each of the following conditionsconditions at or prior to the Time of Closing: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, i. Amgentech shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of complied with all of AVE's current directors its covenants and the election of up to ___ designees of DIGITAL to serve as directors agreements contained in place of AVE's current directorsthis Agreement; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;and (ii) That DIGITAL's and Sellers' . The representations and warranties of Amgentech contained herein in this Agreement or contained in any certificates or documents delivered by it pursuant to this Agreement shall be completely true and correct at the time of Closing in all material respects as if such representations and warranties were had been made at such time and that there by Amgentech as of the Closing Date; and D. Amgentech shall have been no Material Adverse Effect obtained from each named executive officer a letter of resignation effective with respect the Closing (in the form reasonably acceptable to DIGITALAmgentech); and York PURCHASER shall have appointed persons nominated by Amgentech to its Board of Directors (the “Amgentech Representatives”); and E. PURCHASER shall have obtained from each member of its Board of Directors, excluding the Amgentech Representatives, a letter of resignation from the Board of Directors of PURCHASER effective with the Closing (in the form reasonably acceptable to Amgentech); and F. PURCHASER shall have received a certificate Board of DIGITAL Directors and Sellers shareholders approval for the amendment to such an effect signed by a duly authorized officer the Articles of DIGITAL Incorporation and by each Bylaws (“Incorporation Documents”) satisfactory to Amgentech including the renaming of the Sellerscompany and approval of this Share Exchange; and (iii) That DIGITAL and Sellers G. PURCHASER shall have performed or complied issued the Exchange Shares in accordance with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE Agreement; and H. PURCHASER shall have received a Certificate of DIGITAL satisfied is obligations to the transfer agent such that shares may be freely issued; and I. PURCHASER shall be current, through June 30, 2015, with its filing obligations with the SEC and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersOTC; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. The Commitments of the Lenders shall not become effective unless and until the Administrative Agent shall have received the following: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject Promissory notes, if requested by any Lender pursuant to fulfillment, prior to or at the Closing, of each Section 2.06. (b) Certified copies of the following conditions:resolutions of the Board of Directors of the Company approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, including the FPSC Order, with respect to this Agreement. (c) A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (d) A certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) That AVE's the accuracy of the representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE that no event has occurred and is continuing which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse, or both. (e) Certified copies of all required governmental approvals and authorizations. (f) Certified copy of the restated charter and bylaws of the Company. (g) Evidence satisfactory to the Administrative Agent that (i) the conditions precedent set forth in all material respects Section 3.01 of the three-year $200,000,000 Credit Agreement, dated as of the date hereof, among the Company, the lenders named therein and JPMorganChase, as administrative agent, shall have performed or complied with been satisfied, (ii) the Existing Facilities shall have been terminated and all agreements, terms amounts outstanding thereunder shall have been paid in full and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, the Commitments (as defined therein) under the Existing CP&L Facility shall have properly approved all been reduced to no more than $165,000,000. Each Bank that is also a lender under the Existing Facility described in item (ii) of the matters described Schedule I hereof (hereinafter referred to in Section 7(b)(ithis subsection (g) herein; and (ivas the "Existing JPMC Facility") That AVE's common stock will hereby agrees that the termination notice delivered on April 1, 2003 by the Company to the agent under the Existing JPMC Facility shall be listed on effective as of the National Quotation Bureaudate hereof, Inc.'s Bulletin Boardnotwithstanding any lack of prior notice that would otherwise be required under the Existing JPMC Facility. (bh) The obligations Favorable opinions of AVE under this Agreement shall be counsel for the Company, substantially in the forms of Exhibit C-1 and are subject Exhibit C-2 hereto and as to fulfillment, prior to or at such other matters as any Lender through the Closing of each of the following conditions:Administrative Agent may reasonably request. (i) That AVE's Shareholders and Board A favorable opinion of DirectorsKing & Spalding LLP, by proper and sufficient votecounsel for the Administrative Agent, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses substantially in the form attached hereto as of Exhibit "J";D hereto.

Conditions Precedent to Closing. Each of Assignor’s and Assignee’s obligations under this Agreement is conditioned upon Landlord’s consent to the Assignment on the terms and conditions of this Agreement. If such consent is not given by the date that is 45 days following the date of this Agreement, either party may cancel this Agreement upon 15 days written notice to the other; provided, however such cancellation shall not be effective if consent is obtained from Landlord prior to the expiration of such 15-day period. (a) The Assignor’s obligations of DIGITAL and Sellers under this agreement shall be Agreement are further conditioned upon ▇▇▇▇▇▇▇▇’s execution and are subject to fulfillment, prior to delivery of a release of Assignor from all obligations and liabilities arising or at accruing under the Closing, of each of Lease from and after the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board.Closing Date. ​ ​ ​ (b) The Assignee’s obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: further conditioned upon (i) That AVE's Shareholders delivery of the Leased Premises by Assignor on the Closing Date in substantially the same condition existing as of the date of this Agreement, reasonable wear and Board tear excepted, and broom clean and free of DirectorsAssignor’s personal property not being conveyed to Assignee on the Closing Date, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at removal of Assignor’s identity signage in the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each interior front hallway of the Sellers; and Leased Premises (iiiand any other signage located in the Leased Premises) That DIGITAL and Sellers repair of the area(s) to a neat and clean condition at Assignor’s sole cost and expense. Subject to the terms in this Section 3(b), on the Closing Date, Assignee shall have performed or complied accept the Leased Premises in its then “as-is” condition, with all agreements, terms faults and conditions required without any representation or warranty by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Assignor.

Conditions Precedent to Closing. (a) The obligation of Buyer to consummate the transactions contemplated herein and to perform its obligations hereunder on or prior to the Closing Date is, at the option of DIGITAL and Sellers under this agreement shall be and are Buyer, subject to fulfillmentthe following conditions, any or all of which may be waived by Buyer in whole or in part at or prior to or at the Closing: (i) no action or proceeding shall have been instituted or threatened or claim or demand made against Buyer or Seller before any court or other governmental body, seeking to restrain or prohibit, or to obtain damages with respect to, the consummation of the transactions contemplated hereby, or which, if adversely determined to Buyer or Seller, might have a material adverse effect on the Assets or the business, operations or prospects of Buyer or Seller; (ii) since March 31, 2002 there shall not have been any change, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Assets or the business of Seller or any suit, action or proceeding pending or threatened which, if adversely determined, would result in the loss of a material part of the Assets or would adversely affect Seller's business; (iii) Seller shall deliver to Buyer a certificate of an officer of Seller stating that the transactions contemplated hereby have been approved by Seller's stockholders; (iv) Seller shall deliver to Buyer a certificate executed by an authorized representative of Seller certifying that each of the following conditions: (i) That AVE's representations representations, warranties and warranties contained covenants of Seller herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be date hereof and are subject to fulfillment, prior to or at on the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholdersDate; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";

Conditions Precedent to Closing. As a condition to Bank's obligation to close and fund the Bank Loan and to proceed with the transactions contemplated herein, Borrowers, at their sole expense, shall have satisfied, fulfilled or provided, to Bank's sole satisfaction, at or before the date hereof all of the conditions and items set forth below unless the satisfaction, fulfillment or provision thereof shall have been waived by Bank: (a) No portion of any Property shall have been damaged by fire or other casualty and not repaired to the condition immediately prior to such casualty, and no condemnation or taking of the Property or any portion thereof shall be pending or threatened; (b) Bank shall have received all duly executed, and acknowledged if necessary, Bank Loan Documents, Borrower Documents and Collateral Documents, including originals of all of the Collateral Notes and all amendments and modification thereto, and all other documents to be delivered and/or executed by third parties shall have been delivered and/or executed, and all of the same shall be in form and substance acceptable to Bank; (c) The obligations security interests in all personal property described in the Collateral Documents shall have been, subject to recording of DIGITAL any financing statements, duly perfected and Sellers shall constitute valid and enforceable first priority liens and security interests in such property; (d) A Loan Fee in the amount of $14,,000 shall have been paid to Bank; (e) No Event of Default or Conditional Default shall have occurred and be continuing under this agreement shall be and are subject to fulfillment, prior to Agreement or at the Closing, of each any of the following conditions:other Bank Loan Documents; (f) No default shall have occurred and be continuing under any of the Senior Loan Documents or any of the Tenant Leases; (g) Bank shall have received the most recent financial statements of Borrower as required by Section 7.1; (h) Bank shall have received a written opinion or opinions of counsel to Borrower addressed to Bank in form and scope satisfactory to Bank and its counsel; (i) That AVEBank shall have received or be reimbursed for all of Bank's reasonable out-of-pocket expenses incurred in connection with the Bank Loan, including, but not limited to (i) the reasonable fees and expenses of Bank's legal counsel, and (ii) all credit, title, lien and other search and due diligence and investigation fees, premiums and expenses; (j) All of the representations and warranties contained herein of Borrower as set forth in Article VIII hereof shall be true true, correct and correct at the time of Closing, as if such representations and warranties were made at such timeaccurate in all material respects; (iik) That AVE in all material respects Bank shall have performed or complied with all agreementsreceived, terms reviewed and conditions required by this Agreement to be performed or complied with by it prior to or at approved the time of the ClosingCollateral Loan Documents; (iiil) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, The Title Policies shall have properly approved all been delivered to Bank on terms satisfactory to the Bank, together with written assurances from the title insurer satisfactory to the Bank that the benefits of the matters described in Section 7(b)(iTitle Policies shall extend to Bank and its successors and assigns as assignees of the Mortgages; (m) hereinBank shall have received and reviewed and be satisfied with all Transaction Documents (n) Each Borrower and each of the Collateral Borrowers shall have executed and delivered to Bank letters addressed to each of the Senior Lenders and/or the Tenants, as the case may be, directing payment to Bank of all sums to be paid by the Tenants under the Tenant Leases, subject to the rights of the Senior Lenders; and (ivo) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Bank shall have received a certificate of DIGITAL and Sellers to reviewed and be satisfied with such an effect signed by a duly authorized officer of DIGITAL other materials and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto documents as Exhibit "J";Bank may reasonably require.

Conditions Precedent to Closing. 5.1 Conditions to Obligations of Westfield LP and WMS LLC. The obligation of Westfield LP and WMS LLC to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Westfield LP) of the following conditions (in addition to Westfield LP’s right to terminate this Agreement as provided in Section 6.1 of this Agreement): (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein of BPFH and BPFH LLC set forth in Article II shall be true and correct at as of the time Closing Date as though made on and as of Closing, as if the Closing Date (except (x) to the extent such representations and warranties were are specifically made at as of a particular date, in which case such time;representations and warranties shall be true and correct as of such date, and (y) for changes contemplated by this Agreement). (iib) That AVE in all material respects Each of BPFH and BPFH LLC shall have performed or complied in all material respects with all agreements, terms the agreements and conditions covenants required by this Agreement to be performed or complied with by it under this Agreement on or prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (bc) The obligations of AVE under this Agreement BPFH shall be and are subject have delivered to fulfillment, prior Westfield LP a certificate to or at the Closing of effect that each of the following conditions:conditions specified in clauses (a), (b) and (g) of this Section 5.1 is satisfied in all respects. (d) BPFH shall have delivered (or caused to be delivered) all items required under Section 1.4(b) to be received by Westfield LP. (e) Westfield LP shall have received $35.0 million in proceeds from one or more financings, whether through its issuance of debt and/or equity, in order to enable Westfield LP to make the Closing Date Payment at the Closing. (f) No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any notice, order, executive order, stay, decree, judgment, advisory opinion or injunction (preliminary or permanent) or statute, rule or regulation which has the effect of either (i) That AVE's Shareholders and Board making illegal or otherwise prohibiting consummation of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; or (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall to the effect that BPFH LLC and/or BPFH are to be true and correct at the time treated as “under common control” with Westfield LP for purposes of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each Section 414(c) of the Sellers; andCode determined by substituting “50%” for “80%” for purposes of determining all ownership thresholds under the applicable Treasury Regulations after giving effect to the transactions contemplated by this Agreement. (iiig) That DIGITAL and Sellers There shall have performed not be instituted or complied with all agreementspending any action or proceeding by any Governmental Entity (i) seeking to prevent consummation of the transactions contemplated by, terms and conditions required or the performance by the Parties of their respective obligations under, this Agreement or (ii) seeking to cause the transactions contemplated by, or the performance by the Parties of their respective obligations under, this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE rescinded following consummation. (h) BPFH shall have received a Certificate delivered (or caused to be delivered) such certified organizational documents and certificates as to the incumbency of DIGITAL officers and/or managers and Sellers to such effect signed by or duly authorized officer the adoption of DIGITAL and by each of authorizing resolutions as Westfield LP shall reasonably request in connection with the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Closing.

Conditions Precedent to Closing. (a) A. The obligation of Seller to consummate the transactions contemplated herein shall be subject to the representations and warranties made by Purchaser hereunder being true and correct in all material respects and confirmed in writing on the date of Closing and the performance by Purchaser of all of its obligations of DIGITAL and Sellers under this agreement Agreement. B. The obligation of Purchaser to consummate the transactions contemplated herein shall be and are subject to fulfillmentthe occurrence, prior to satisfaction or at the Closing, of each waiver of the following conditions: (i1) That AVESeller's Senior Executives (which term shall mean collectively Ned ▇. ▇▇▇▇▇▇, ▇▇me▇ ▇. ▇▇▇l▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇▇) ▇▇all have no actual (without investigation) knowledge of any suit, action, investigation, inquiry or other proceeding by any governmental authority or any other person, pending or threatened, which would have a material adverse effect on the Properties if adversely determined; (2) If requested by Purchaser, the respective Seller shall deliver to Purchaser on the Closing Date originals or true copies of properly executed letters (or a form letter) (the "Tenant Letter") from Seller to all tenants under the Leases to be dated as of Closing, advising of the change of ownership and the transfer of deposits of such tenants; (3) All other documents required hereunder for Closing shall have been executed and delivered by Seller and Purchaser. (4) All representations and warranties contained herein made by Seller under this Agreement shall be have remained true and correct at in all material respects. C. In the time event any condition precedent set forth in Paragraph 8.B., is not satisfied in full as of the date scheduled for Closing, as if may be extended in accordance with such representations and warranties were Section 9, the party in favor of whom such condition precedent is made at such time; may, in its sole discretion, (i) waive the condition in writing or (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by declare this Agreement to be performed terminated, upon which the Deposit and all accrued interest shall be paid to the party entitled thereto and no party shall have any further obligation hereunder. In the event that, during the Study Period, any Certificate of Occupancy or complied with by it prior assisted living or nursing care facility license applicable to or at the time any of the Closing; (iii) That AVE's directorsFacilities shall be revoked, suspended, or canceled, or if any certificate of licensure related to the operation of the Glens of Greenville shall be revoked, suspended or canceled, then Purchaser, by proper and sufficient vote taken either by consent of directors notice to Sellers given on or at a meeting duly and properly called and held, shall have properly approved all before the end of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on Study Period, may terminate this Agreement, whereupon the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement Deposit shall be and are subject refunded to fulfillmentPurchaser; provided, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directorshowever, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as that if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";any such

Conditions Precedent to Closing. 6.1 Parties’ conditions precedent. The obligations of the Parties to complete the purchase of the Purchased Shares under this Agreement are subject to the satisfaction of, or compliance with, at or before the time of Closing: (a) The obligations of DIGITAL and Sellers under this agreement the Key Regulatory Approvals shall have been obtained; and (b) no action or proceeding at law or in equity shall be and pending by any Governmental Authority or Person to enjoin or prohibit the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Selling Stockholders to dispose of any of the Purchased Shares. 6.2 Parties’ waiver of conditions precedent. The conditions precedent set forth in section 6.1 hereinabove are subject to fulfillment, prior to or at for the Closing, exclusive benefit of each of the Parties hereto and may be waived by each or any of the Parties in writing and in whole or in part at any time on or prior to the Closing Date. 6.3 Selling Stockholders’ conditions precedent. The obligations of the Selling Stockholders to complete the sale of the Purchased Shares are subject to the satisfaction of, or compliance with, at or before the time of Closing, each of the following conditionsconditions precedent: (ia) That AVE's all of the representations and warranties contained herein of UEC made in or pursuant to this Agreement shall be true and correct as at the time of Closing, except as if such representations and warranties were made at may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement, and extent that the failure or failures of such timerepresentations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on UEC (disregarding for this purpose any materiality or material adverse effect qualifiers contained in such representations and warranties), and the Selling Stockholders shall have received a certificate from a senior officer of UEC confirming to his or her knowledge (after due inquiry), and without personal liability, the truth and correctness of such representations and warranties; (iib) That AVE in all material respects UEC shall have performed or complied with with, in all agreementsmaterial respects, terms all its obligations and conditions required by covenants under this Agreement to be performed or complied with by it prior to Closing, and the Selling Stockholders shall have received a certificate from a senior officer of UEC confirming to his or her knowledge (after due inquiry), and without personal liability, such performance or compliance, as the case may be; (c) UEC shall have complied with all applicable securities Laws in connection with the issuance of the Shares to the Selling Stockholders on or before the Closing Date; (d) at the time of Closing, ▇▇▇▇ ▇▇▇▇▇▇ shall be the ClosingChief Executive Officer of UEC; (iiie) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, the PR Pre-Closing Reorganization shall have properly approved all of the matters described in Section 7(b)(i) hereinbeen completed; and (ivf) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin BoardApproved Distribution shall have been completed. (b) 6.4 Selling Stockholders’ waiver of conditions precedent. The obligations of AVE under this Agreement shall be and conditions precedent set forth in section 6.3 hereinabove are subject to fulfillment, prior to or at for the Closing exclusive benefit of each of the Selling Stockholders and the Companies and may be waived by any one of the Pacific Road Funds (on behalf of all Selling Stockholders) in writing, and in whole or in part, at any time after the Effective Date and prior to the Closing Date. 6.5 UEC’s conditions precedent. The obligations of UEC to complete the purchase of the Purchased Shares are subject to the satisfaction of, or compliance with, at or before the time of Closing, each of the following conditionsconditions precedent: (ia) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein of the Selling Stockholders made in or pursuant to this Agreement shall be true and correct as at the time of Closing Closing, except as if such representations and warranties were made at may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement (including, for certainty, the PR Pre-Closing Reorganization), and except to the extent that the failure or failures of such time representations and that there shall warranties to be so true and correct, individually or in the aggregate, would not have been no Material Adverse Effect with respect to DIGITAL; a material adverse effect on the Companies (disregarding for this purpose any materiality or material adverse effect qualifiers contained in such representations and York warranties), and UEC shall have received a certificate of DIGITAL and Sellers to such an effect signed by from a duly authorized senior officer of DIGITAL each Selling Stockholder confirming to his or her Knowledge, and by each without personal liability, the truth and correctness of the Sellers; andsuch representations and warranties; (iiib) That DIGITAL and Sellers the Selling Stockholders shall have performed or complied with with, in all agreementsmaterial respects, terms all their respective obligations and conditions required by covenants under this Agreement to be performed or complied with by them it prior to or at the time of Closing Date Closing, and AVE UEC shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized certificate from a senior officer of DIGITAL each Selling Stockholder confirming to his or her Knowledge, and by each of without personal liability, such performance or compliance, as the Sellerscase may be; (ivc) That DIGITAL's officers will the Approved Distribution shall have signed non-compete clauses been completed and UEC shall have received evidence satisfactory to it that, following such Approved Distribution, the Companies shall have a positive net working capital position after consideration of any other financial obligations that may arise as a result of the Transaction; and (d) UEC shall have received the executed BHI Counterpart Signature Page. 6.6 UEC’s waiver of conditions precedent. The conditions precedent set forth in section 6.5 hereinabove are for the form attached hereto as Exhibit "J";exclusive benefit of UEC and may be waived by UEC in writing, and in whole or in part, at any after the Effective Date and prior to the Closing Date.

Conditions Precedent to Closing. (a) 4.1 The obligations closing of DIGITAL and Sellers under this agreement shall be and are Transaction is subject to fulfillment, prior to satisfaction or at the Closing, of each waiver of the following conditions: (i1) That AVE's representations All the representations, undertakings and warranties contained herein shall be true made by each Party on the Signing Date are true, accurate, complete, and correct at the time of Closingfree from misleading, as if such representations false statements and warranties were made at such time; (ii) That AVE omissions in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time as of the ClosingClosing Date; (iii2) That AVE's directorsPetroChina has approved this Transaction in accordance with its constitutional documents, by proper and sufficient vote taken either by consent has ratified the articles of directors or at a meeting duly association of PipeChina after the Restructuring; (3) PipeChina has approved this Transaction in accordance with its constitutional documents; (4) This Transactions have been filed for concentration of undertakings clearance and properly called and held, shall have properly approved all has been cleared; (5) Each of the other Relevant Investors participating in the Restructuring of PipeChina has received required approvals for participation in the Restructuring, and has ratified the articles of association of PipeChina following the Restructuring. PipeChina has issued a notice of shareholders’ meeting indicating that it will hold a shareholders’ meeting within 10 Business Days after the Closing Date to review and sign the articles of association and review and approve the relevant matters described relating to the Restructuring; (6) PipeChina has provided PetroChina with a certificate of capital contribution, has registered PetroChina into its internal register of shareholders, has conducted adequate communications with and obtained unofficial approval from the competent administration for market regulation regarding the amended business registration after the completion of the Restructuring, including but not limited to, registration of PetroChina as its shareholder and record-keeping filing of the appointment of the directors nominated by ▇▇▇▇▇▇▇▇▇▇ with the competent administration for market regulation; (7) The Asset Appraisal Report has been certified and filed for record in Section 7(b)(iaccordance with applicable PRC laws and regulations; (8) All the other approvals, licences, filings and registrations known to be necessary for this Transaction have been obtained from or completed with the competent governmental authorities in the PRC; (9) hereinThe Parties have entered into the Production and Operation Agreement; and (iv10) That AVE's common stock will be listed All the other Relevant Investors participating in the Restructuring have entered into appropriate transaction agreements with PipeChina respectively, each of which has key terms and conditions not substantially different from this Agreement, and is designed for a closing of the transaction and payment of cash capital contribution to PipeChina on the National Quotation Bureau, Inc.'s Bulletin Boardsame date as this Transaction (if applicable). (b) The obligations 4.2 Both Parties agree that all conditions precedent set forth in Section 4.1 of AVE under this Agreement shall be and are subject to fulfillment, satisfied as soon as practicable prior to or at the Closing Date. If the satisfaction of each any conditions precedent applicable to either Party requires the assistance of the following conditions:other Party, the other Party shall use its best efforts to provide such assistance. Both Parties shall keep each other posted on matters related to the conditions precedent through the joint work group under Section 6.7 of this Agreement, and coordinate with each other to solve problems encountered in the process in a timely fashion. After the Signing Date, neither Party may engage in any act for the purpose of hindering or restricting the satisfaction of any condition precedent set forth in Section 4.1 hereof. 4.3 If for any reason not attributable to either Party, any condition precedent agreed in Section 4.1 of this Agreement fails to be satisfied or waived by September 30, 2021 (i) That AVE's Shareholders and Board of Directorsthe “Long Stop Date”), by proper and sufficient vote, each Party shall have approved the right to unilaterally terminate this Agreement and in writing within 30 Days immediately following the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Long Stop Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";without any liability.

Conditions Precedent to Closing. (a) The obligations Company's obligation to complete the purchase of DIGITAL and Sellers under this agreement shall the Shares will be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (ia) That AVE's all representations and warranties contained herein shall of Manloe and Hocking will be true and correct at in all material respects on the time Closing Date; (b) there shall have been no material adverse change to the Business between the date of Closingthis agreement and the Closing Date; (c) Manloe will have entered into the Manufacturing and Marketing Agreement with Jazor prior to or on the Closing Date; and (d) Manloe will have delivered an opinion of its attorney as to each of the following matters: (i) Manloe has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada, as if such representations it has the corporate power to own or lease its properties and warranties were made at such timeto carry on its business that is now being conducted by it and is in good standing with respect to all filings with the appropriate corporate authorities; (ii) That AVE the issued and authorized capital of Manloe is as set out in this agreement and all material respects shall issued shares have performed or complied with all agreements, terms been validly issued as fully paid and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closingnon- assessable; (iii) That AVE's directors, by proper all necessary approvals and sufficient vote all necessary steps and corporate proceedings have been obtained or taken either by consent of directors or at a meeting to permit the Shares to be duly and properly called and held, shall have properly approved all validly registered in the name of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the SellersCompany; (iv) That DIGITALthe execution of this agreement, the transfer of the Shares to Company and the appointment of the Company's officers nominees to the board of directors, have been duly and validly authorized by all required corporate proceedings of Manloe and its shareholders and directors. (e) Hocking will have signed non-compete clauses entered into a three year employment agreement with Manloe in the form of employment agreement attached hereto as Exhibit "J";Schedule C.

Conditions Precedent to Closing. (a) The All obligations of DIGITAL Vubotics and Sellers QuantumReader and the QuantumReader Stockholders under this agreement shall be and Agreement are subject to the fulfillment, prior to or at the Closing, of all conditions elsewhere herein set forth and of each of the following conditions: (ia) That AVE's QuantumReader’s, the QuantumReader Stockholders’ and Vubotics’s representations and warranties contained herein in this Agreement shall be true and correct at the time of Closing, Closing as if though such representations and warranties were made at such time;. (iib) That AVE in all material respects QuantumReader, the QuantumReader Stockholders and Vubotics shall have performed or and complied with all agreements, terms agreements and conditions required by this Agreement to be performed or complied with by it each prior to or at the time of the Closing;, (iiic) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock Each QuantumReader Stockholder will be listed on required, at Closing, to sign an agreement confirming that all the National Quotation BureauIssuable Common Shares received will be acquired for investment and not with a view to or for sale in connection with any distribution thereof. Each transferring QuantumReader Stockholder will be required to transfer to Vubotics at the Closing his/her respective QuantumReader Shares, Inc.'s Bulletin Boardfree and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (bd) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will have approved such other changes as are consistent with this Agreement executed and approved by DIGITAL for submission delivered to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such Vubotics an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this “Agreement to be performed or complied with by them prior to or at the time Perform Programming Services And Acknowledgement of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses Intellectual Property Rights” in the form of Attachment I attached hereto as Exhibit "J";hereto. (e) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will have executed and delivered to Vubotics a “General Assignment of Intellectual Property” in the form of Attachment II attached hereto. (f) ▇▇▇ ▇▇▇▇▇▇▇ will have executed and delivered to Vubotics a “General Assignment of Intellectual Property in the form of Attachment III attached hereto. (g) ▇▇▇▇▇▇ ▇. van Greuninger will have executed and delivered to Vubotics a “General Assignment of Intellectual Property in the form of Attachment Ill attached hereto

Conditions Precedent to Closing. (a3.1. Conditions Precedent to Closing Unless otherwise waived in writing by Party B, Party B's obligation to fulfill the payment of the First Tranche Price shall be subject to the satisfaction of all the following conditions precedent: 1) The obligations of DIGITAL and Sellers under this agreement Company shall be and are subject to fulfillment, prior to or at the Closing, of each have made a resolution of the following conditions:board of directors, approving the execution of the Transaction Documents, approving this Transaction and the execution of the new Articles of Association, and the other shareholders of the Company shall have waived their rights of first refusal to purchase the equity interest to be transferred in this Transaction (except for the transfer where the other shareholder is the transferor in this Transaction); 2) The Transaction Documents, including this Agreement, the Agreements on Equity Interest Transfer by Strategic Investors, the new Articles of Association, and the Abbreviated Agreement, resolutions and other documents as may be necessary to complete the Change of Registration, shall have been duly executed and delivered; 3) Party A's parent company (iChipMOS TECHNOLOGIES INC., "ChipMOS TECHNOLOGIES") That AVEshall have obtained approval from its board of directors for Party A's execution of the Transaction Documents and the approval of this Transaction, and shall have made the necessary announcements in accordance with the relevant applicable Laws; 4) The Company's Controlling Shareholders shall have obtained approval from its board of directors for the Company's execution of the relevant Transaction Documents and approve this Transaction; 5) The Company and all shareholders shall have obtained all necessary Approvals, registrations, recordations, consents, permits, or exemptions from all relevant Government Authorities or third parties for the execution and performance of the Transaction Documents and this Transaction (including the completion of the relevant Change of Registration in connection with this Transaction, the withholding and payment of income taxes, Tax filings, foreign exchange registrations, and any other government Approvals required for this Transaction); 6) The shareholders' meeting of the Company shall have appointed the candidates nominated/appointed by Party B and the Controlling Shareholders as directors and supervisors of the Company in accordance with the Articles of Association, the board of directors of the Company shall have been formally constituted as prescribed by the Articles of Association, and the relevant procedures for Change of Registration of the new directors and supervisors shall have completed; 7) The representations and warranties of Party A contained herein in Annex 4 to this Agreement shall continue to be true fully true, complete and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects accurate. Party A shall have performed or complied with fulfilled all agreements, terms and conditions required by this Agreement covenants indicated in the Transaction Documents to be performed or complied with by it on or prior to or at the time Closing Date, without any material violation of the Closingprovisions of the Transaction Documents; (iii) That AVE's directors8) To the best knowledge of Party A, by proper and sufficient vote taken either by consent of directors no event, fact, condition, change, or at other circumstance has occurred that has had, or would reasonably be expected to have, a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; the performance of this Transaction or the Company's assets, financial structure, Indebtedness, technologies, profit prospects, reputation and York normal operations, and that would cause this Agreement unable to be performed; 9) To the best knowledge of Party A, there is no relevant applicable Law, judgment, arbitral award, ruling, or injunction from a court, arbitration institution, or relevant government regulatory authority that would restrict, prohibit or revoke this Transaction. Additionally, there is no pending or threatened litigation, arbitration, judgment, arbitral award, ruling or injunction that has had or would have a Material Adverse Effect on this Transaction and would cause this Agreement unable to be performed; 10) Party A shall have received issued to Party B a certificate Closing Certificate (the content and format of DIGITAL which shall be as set forth in Annex 2 to this Agreement), confirming that all the conditions precedent set forth in Items 1) to 9) above have been satisfied. Party A shall have also provided Party B with the copies or scanned copies of all documents set forth in the Checklist of Closing Deliverables in Annex 3 to this Agreement for verification. 3.2. Satisfaction of Conditions Precedent to Closing After all Closing conditions are satisfied or waived in writing by Party B, Party A shall provide Party B with the Closing Certificate (the content and Sellers format of which shall be as set forth in Annex 2 to this Agreement), and the copies or scanned copies of all documents set forth in the Checklist of Closing Deliverables in Annex 3 to this Agreement (excluding any such an effect signed documents that are waived by Party B; the same shall apply below). If at any time Party A becomes aware of any fact or circumstance that may prevent the satisfaction of any condition, it shall immediately notify Party B. Within five (5) Business Days after receiving the Closing Certificate and all documents set forth in the Checklist of Closing Deliverables, Party B shall render a duly authorized officer of DIGITAL written notice to Party A confirming that all the conditions precedent to Closing as set forth in Section 3.1 have been satisfied or deemed satisfied, or render a written notice to Party A detailing the sufficient and by each reasonable grounds for believing that any of the Sellers; and conditions precedent to Closing as set forth in Section 3.1 has not been satisfied. If Party B fails to render any written notice within the forgoing five (iii5) That DIGITAL and Sellers Business Days indicating whether the conditions set forth in Section 3.1 have been satisfied or not, it shall be deemed that all the conditions precedent to Closing as set forth in Section 3.1 have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at been satisfied. The foregoing five (5) Business Days period shall commence from the time day following Party B's receipt of such Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Certificate.

Conditions Precedent to Closing. (a) 4.1 Conditions to Obligations of the Purchaser. The obligations of DIGITAL and Sellers the ------------------------------------------ Purchaser under this agreement Agreement are, at the option of the Purchaser (in its sole and absolute discretion), subject to the following conditions precedent: 4.1.1 All consents required in order for the transfer to OCPS of good title to the Assets of shall have been obtained and such transfers shall be in accordance with all applicable laws and are subject to fulfillment, prior to or at the Closing, of each regulations (including applicable regulatory approvals); 4.1.2 All of the following conditions:conditions precedent to the closing of the sale of the assets and shares set forth in the CPS Purchase Agreement shall have been satisfied; 4.1.3 The results of the audit of HELP's financial statements for the fiscal years ended December 31, 1998 and December 31, 1999 and the five-month period ended May 31, 2000 by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP are satisfactory to the Purchaser, in the Purchaser's reasonable satisfaction; 4.1.4 Between December 31, 1999 and the Closing Date, there shall have been no material adverse change in the condition, prospects or title of HELP, the Business, the Assets, taken as a whole, except changes in the ordinary course of business, none of which has been materially adverse; 4.1.5 The Purchaser's investigations and review, if any, pursuant to Article 3 hereof shall not have revealed any information which materially and adversely reflects upon any HELP, the Business, the Premises or the Shareholders; 4.1.6 All parties to this Agreement other than the Purchaser shall have taken all requisite action for the valid performance of this Agreement, including the transfer of the Assets to OCPS, lien-free and in the condition otherwise required herein; 4.1.7 The Purchaser shall have received an executed form of Release of Financing Statement on Form UCC-2, or such other form of release reasonably acceptable to the Purchaser, for each lien or other encumbrance shown on Schedule 2.1.1C hereto, and such form(s) of release shall, in the reasonable --------------- opinion of the Purchaser, effect a complete release thereof (i) That AVE's collectively, the "Executed Releases"); 4.1.8 All representations and warranties contained herein of parties to this Agreement other than the Purchaser shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by as of the Closing Date ; 4.1.9 No covenant of a party to this Agreement to other than the Purchaser shall be performed in default nor shall a default be threatened with solely the passing of time, the giving of notice, or complied with by it prior to or at the time of the Closingboth; (iii) That AVE's directors4.1.10 No impediments shall exist or be threatened with respect to the execution, delivery and performance by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject parties to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Investors' Rights Agreement and the transactions contemplated hereby; approved Non-Competition Agreement other than the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of Purchaser; 4.1.11 HELP shall have completed and executed all of AVE's current directors and the election of up documents necessary to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate its name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission which is sufficiently dissimilar to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein its current name, which determination shall be true and correct at in the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITALPurchaser's sole discretion; and York and 4.1.12 The Purchaser shall have received a certificate the legal opinion of DIGITAL counsel HELP and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each the Shareholders dated as of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses substantially in the form attached hereto as Exhibit "JE" (";Opinion of Counsel to HELP and the ----------- Shareholders"), which opinion may be relied upon by the Purchaser and the Purchaser's counsel in the rendering of the opinion of the Purchaser's counsel to the parties providing financing to the Purchaser to consummate the transactions contemplated by this Agreement.

Conditions Precedent to Closing. The closing of this transaction (“Closing”) is subject to the following conditions precedent in favour of the Purchaser, which conditions may be waived by the Purchaser in its sole discretion: (a) The obligations Board of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each Directors of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at Purchaser approving the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time purchase of the ClosingBusiness by the Purchaser from the Vendor; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations Vendor shall have delivered a copy of AVE under a resolution of the shareholders and Board of Directors of the Vendor approving the purchase of the Business by the Purchaser from the Vendor; (c) The Vendor shall have entered into an agreement with the Purchaser to assign the Website Template License Agreement, whereby all rights of the Vendor shall be sold, assigned and transferred to Purchaser; (d) The Contractors shall have entered into the agreement attached hereto as Schedule B with regard to additional website templates; (e) Igor shall have entered into an agreement with the Purchaser to act as an independent contractor, for total consideration of $1.00, during the 90 day period following the Closing Date, to assist with the Purchaser with regard to its reasonable requests related to the Business. The agreement shall be in a form prepared by Purchaser and shall contain such terms and conditions as the Purchaser deems appropriate, acting reasonably; (f) Search results of the public records of Ontario confirming the absence of security interests, judgments, tax liens and bankruptcy proceedings which affect or could affect the Purchased Assets; (g) All requisite governmental and regulatory approvals of, exemptions from and consents required to consummate this Agreement shall be have been obtained and are subject all waiting periods prescribed by law shall have expired; (h) The Vendor shall have obtained all consents and approvals to fulfillmentthe transfer of any contracts, prior licenses and other instruments being transferred which the Purchaser considers material to or at the Closing of each of the following conditions:Business; (i) That AVE's Shareholders All right, title, interest in, and Board to, the Purchased Assets shall have been sold, assigned and transferred to the Purchaser free and clear of Directors, by proper all Encumbrances; (j) The Purchaser shall be satisfied with its due diligence investigations; (k) The Vendor shall have delivered all agreements or obligations forming part of the Purchased Assets; (l) The Vendor shall have delivered all records of the Business and sufficient voteall of the schedules attached hereto, shall have approved this Agreement been completed and updated, to the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholdersPurchaser’s satisfaction; (iim) That DIGITAL's An officer’s certificate shall be signed and Sellers' delivered to the Purchaser with respect to the veracity and accuracy of the representations and warranties contained herein shall be true and correct as at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect Date in a form satisfactory to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the SellersPurchaser; and (iiin) That DIGITAL Closing certificates, a ▇▇▇▇ of sale and Sellers other usual closing documentation shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";been delivered.

Conditions Precedent to Closing. The obligations of the Banks to make Advances hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.01): (a) The obligations of DIGITAL and Sellers under this agreement Administrative Agent (or its counsel) shall be and are subject to fulfillment, prior to or at the Closing, of have received from each of the following conditions: party hereto either (i) That AVE's representations and warranties contained herein shall be true and correct at the time a counterpart of Closing, as if this Agreement signed on behalf of such representations and warranties were made at such time; party or (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement to be performed or complied with by it prior to or at the time Agreement) that such party has signed a counterpart of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardthis Agreement. (b) The obligations Administrative Agent shall have received a favorable written opinion (addressed to the Agents and the Banks and dated the Closing Date) of AVE under this Agreement (i) ▇▇▇▇ ▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit C-1 and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇ & Bockius LLP, New York counsel for the Borrower, substantially in the form of Exhibit C-2, in each case covering such other matters relating to the Borrower, the Loan Papers or the Transactions as the Majority Banks shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Acquisition Subsidiary, the authorization of the Transactions and any other legal matters relating to the Borrower, the Acquisition Subsidiary, the Loan Papers or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 3.02. (e) The Agents shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) All consents and approvals required to be obtained from any governmental authority or other Person in connection with the Acquisition shall have been obtained, except to the extent that failure to obtain any such consent or approval, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the business, assets, operations, financial condition or prospects of the Borrower and its Subsidiaries, taken as a whole, or of Norcen and its subsidiaries, taken as a whole, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any materially adverse conditions. The Agents shall have received copies of the Acquisition Documents and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer as complete and correct. (g) The Agents shall be satisfied with the material terms and are subject to fulfillmentconditions (including, prior to or at the Closing of each without limitation, purchase price) of the following conditions:Acquisition and the Acquisition Documents, including without limitation the terms and conditions of the offer to be made by the Acquisition Subsidiary to purchase shares of Norcen's capital stock (the "Offer") and any subsequent merger, amalgamation or similar transaction to eliminate minority stockholders after consummation of the Offer (the "Merger"). (h) The Existing Credit Agreements shall have been amended as provided in Schedule IV. (i) That AVEAll conditions to the acceptance of shares of Norcen's Shareholders and Board of Directors, by proper and sufficient vote, capital stock pursuant to the Offer shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up been satisfied (without giving effect to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and any amendment or waiver that has not been approved by DIGITAL the Banks, other than amendments and waivers that could not reasonably be expected to materially and adversely affect the interests of the Banks) and shares representing at least 75% of the outstanding shares of Norcen's common stock shall have been accepted for submission purchase pursuant to AVE stockholders;and in accordance with the Offer. (j) If less than all the outstanding shares of Norcen's capital stock are being purchased by the Acquisition Subsidiary on the Closing Date, the Borrower shall have delivered to the Agents a certificate to the effect that, as of the Closing Date, the Borrower is not aware of any material impediment that would render unlikely the consummation of the Merger and completion of the Acquisition on the terms contemplated by the Acquisition Documents without the imposition of any materially adverse conditions. (k) There shall not be any litigation, administrative proceedings or other legal or regulatory actions pending or threatened which individually or in the aggregate (i) prevent or impose materially adverse conditions upon any of the Transactions or (ii) That DIGITAL's could reasonably be expected to have a material adverse effect on the business, assets, operations, financial condition or prospects of the Borrower and Sellers' representations its Subsidiaries, taken as a whole, or of Norcen and warranties contained herein its subsidiaries, taken as a whole. (l) The consummation of the Transactions shall not (i) violate any applicable law, statute, rule or regulation or (ii) conflict with, or result in a default under, or any right to terminate or renegotiate, any material Debt or contract of the Borrower or any of its Subsidiaries or Norcen or any of its Subsidiaries. The Administrative Agent shall notify the Borrower and the Banks of the Closing Date, and such notice shall be true conclusive and correct at binding. Notwithstanding the time foregoing, the obligations of Closing as if such representations and warranties were made at such time and that there the Banks to make Advances hereunder shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by not become effective unless each of the Sellers; and foregoing conditions is satisfied (iiior waived pursuant to Section 8.01) That DIGITAL and Sellers shall have performed at or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; 3:00 p.m., New York City time, on March 16, 1998 (iv) That DIGITAL's officers will have signed non-compete clauses and, in the form attached hereto as Exhibit "J";event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Conditions Precedent to Closing. (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject Buyer’s obligation to fulfillment, prior to or at acquire the Closing, of each Property is conditioned on all of the following conditionsfollowing, any or all of which may be expressly waived by Buyer, in writing, at its sole option: (i) That AVE's the Title Company shall have issued, or be irrevocably committed to issue, an owner’s policy of title insurance (the “Title Policy”) showing no liens or encumbrances on the Property other than Permitted Encumbrances; (ii) all representations and warranties contained herein made by Seller and by DWA in this Agreement shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms on and conditions required by this Agreement to be performed or complied with by it prior to or at the time as of the ClosingClosing Date, as if made on and as of such date, except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, Seller shall have properly approved delivered all of the matters described documents and other items required pursuant to Section 5 and shall have performed all other covenants, undertakings and obligations to be performed by Seller at or prior to the Closing under this Agreement; (iv) DWA shall have delivered all of the documents and other items required pursuant to Section 6 and shall have performed all other covenants, undertakings and obligations to be performed by DWA at or prior to the Closing under this Agreement; (v) Buyer shall have received a phase I environmental audit, a seismic report, a zoning report, an ALTA survey, a property condition report, a valuation consulting letter, a square footage calculation analysis report and an appraisal (collectively, the “Reports”) with respect to the Property, in Section 7(b)(i) hereineach case from a firm acceptable to Buyer and that is satisfactory in form and substance to Buyer; and (ivvi) That AVE's common stock will be listed on Buyer shall have received an opinion of local California counsel in form and substance reasonably satisfactory to Buyer with respect to the National Quotation Bureau, Inc.'s Bulletin Boardenforceability of the Lease and other matters as reasonably requested by Buyer. (b) The obligations of AVE under this Agreement shall be and are subject Seller’s obligation to fulfillment, prior to or at sell the Closing of each Property is conditioned on all of the following conditionsfollowing, any or all of which may be expressly waived by Seller, in writing, at its sole option: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein made by Buyer in this Agreement shall be true and correct at in all material respects on and as of the time of Closing Date, as if made on and as of such representations date, except to the extent that they expressly relate to an earlier date, in which case they shall be true and warranties were made at correct in all material respects as of such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellersearlier date; and (iiiii) That DIGITAL Buyer shall have delivered all of the documents and Sellers other items required pursuant to Section 7, including, without limitation, the Purchase Price, and shall have performed or complied with all agreementsother covenants, terms undertakings and conditions required by this Agreement obligations to be performed by Buyer at or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";under this Agreement.

Conditions Precedent to Closing. This Agreement shall become effective on the date (a“Closing Date”) The obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of that each of the following conditions:conditions has been satisfied (or waived in accordance with Section 15.1.1(d)(i) hereof): (ia) That AVE's representations Each Loan Document shall have been duly executed and warranties contained herein delivered to Administrative Agent by each of the signatories thereto, and Parent, PHR and each Obligor shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied compliance with all agreements, terms and conditions required by this Agreement of each Loan Document to be performed or complied with by which it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at is a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardparty. (b) The obligations of AVE under this Agreement Administrative Agent shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: have received (i) That AVE's Shareholders acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, or arrangements reasonably satisfactory to the Administrative Agent for such filings and Board of Directors, by proper and sufficient vote, recordations shall have approved this Agreement been made (and all filing and recording fees and taxes in connection therewith shall have been duly paid or arrangements reasonably satisfactory to the transactions contemplated hereby; approved Administrative Agent for the contemplated reverse split payment of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors such fees and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL taxes shall have been made), and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's UCC and Sellers' Lien searches and other evidence reasonably satisfactory to Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Administrative Agent shall have received any landlord waivers, estoppels or collateral access letters to the extent reasonably requested by Administrative Agent. (d) Administrative Agent shall have received duly executed Deposit Account Control Agreements on each Deposit Account (i) that is a collections account and (ii) as required by Section 8.5(b), Securities Account Control Agreements and agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Administrative Agent. (e) Administrative Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the Transactions, (i) the Borrowers and the Obligors, taken as a whole, are Solvent; (ii) no Default exists; (iii) the representations and warranties contained herein shall be set forth in Section 9 and any other Loan Document are true and correct at the time in all material respects (without duplication of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITALany materiality qualifier contained therein); and York (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (f) Administrative Agent shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL Parent, PHR and by each Obligor, certifying (i) that attached copies of such Person’s Organic Documents, as applicable, are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the SellersLoan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and and (iii) That DIGITAL to the title, name and Sellers shall have performed or complied with all agreementssignature of each Person authorized to sign the Loan Documents on behalf of such Person, terms and conditions required as applicable. Administrative Agent may conclusively rely on this certificate until it is otherwise notified by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE such Person in writing. (g) Administrative Agent shall have received a Certificate written opinion of DIGITAL ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, as well as any local counsel to Parent, PHR and Sellers the Obligors, in form and substance satisfactory to Administrative Agent. (h) Administrative Agent shall have received copies of the charter documents of Parent, PHR and each Obligor, certified by the Secretary of State or other appropriate official of such effect signed Person’s jurisdiction of organization. Administrative Agent shall have received good standing certificates for Parent, PHR and each Obligor, issued by the Secretary of State or other appropriate official of such Person’s jurisdiction of organization. (i) Administrative Agent shall have received certificates of insurance for the insurance policies carried by Obligors, as well as all necessary endorsements naming Administrative Agent as an additional insured and lender loss payee with respect to the Collateral, as the case may be, all in compliance with the Loan Documents. (j) No event shall have occurred or circumstance exist since December 31, 2016 that has or could reasonably be expected to have a Material Adverse Effect and no material adverse change in the quality, quantity or value of any Collateral shall have occurred since December 31, 2016. Administrative Agent shall have completed its business, financial and legal due diligence of Obligors, including a field examination and inventory appraisal (other than with respect to refinery hydrocarbon inventory), with results satisfactory to Administrative Agent. No changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by Administrative Agent or the Lenders regarding Parent, PHR and the Obligors after the date such due diligence investigation has completed that (i) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) purports to materially adversely affect the Transactions. (k) Borrowers shall have paid all reasonable and documented fees and expenses to be paid to Administrative Agent and Lenders on the Closing Date (provided that invoices for expenses shall have been delivered to Borrower Agent one Business Day prior to the Closing Date). (l) Administrative Agent shall have received a certificate of a duly authorized officer Senior Officer of DIGITAL each Borrower demonstrating that upon giving effect to the issuance or deemed issuance of Letters of Credit and by each the funding of the Sellers;Secured Notes, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability (based on such Borrowing Base Report) shall be at least $20,000,000. (ivm) That DIGITAL's officers will Administrative Agent shall have signed nonreceived evidence satisfactory to Administrative Agent that Company shall have consummated the transactions contemplated by the Secured Notes Indenture and that the gross proceeds of the Secured Notes received by the Company shall be in an aggregate amount not less than $300,000,000. (n) Administrative Agent shall have received (i) pro forma consolidated financial statements of the Parent and its Subsidiaries giving effect to the Transactions and the funding of the Secured Notes on the Closing Date and a one-compete clauses year forecast prepared by management of the Company (each in form reasonably satisfactory to Administrative Agent) including (A) a balance sheet, (B) an income statement, and (C) such additional information as Administrative Agent may reasonably request, regarding projections for the form attached hereto as Exhibit "J";2018 fiscal year, (ii) consolidated financial statements of the Parent and its Subsidiaries for the Fiscal Quarter ended September 30, 2017, and (iii) the annual (or other audited) financial statements of Parent and its Subsidiaries for the Fiscal Years ended 2014, 2015 and 2016 and all amendments thereto. (o) The Administrative Agent and Lenders shall be satisfied with the capital structure of the Company and its Subsidiaries. (p) Administrative Agent shall have received evidence that the Existing Credit Agreements have been, or on the Closing Date are being, terminated and all Liens securing obligations under the Existing Credit Agreements have been, or on the Closing Date are being, released. (q) Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by the Administrative Agent or the Lenders.

Conditions Precedent to Closing. The Commitments of the Lenders shall not become effective unless and until (i) the conditions precedent set forth in Section 3.01 of the three-year $272,500,000 Credit Agreement, dated as of the date hereof, among the Company, the lenders named therein and Citibank, as administrative agent, shall have been satisfied, (ii) the Existing Facilities shall have been terminated and all amounts outstanding thereunder shall have been paid in full and (iii) the Administrative Agent shall have received the following: (a) The obligations of DIGITAL and Sellers under this agreement shall be and are subject Promissory notes, if requested by any Lender pursuant to fulfillment, prior to or at the Closing, of each Section 2.06. (b) Certified copies of the following conditions:resolutions of the Board of Directors of the Company approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, including the NCUC Order and the SCPSC Order, with respect to this Agreement. (c) A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the date hereof, certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (d) A certificate of a Responsible Officer of the Company, dated as of the date hereof, certifying (i) That AVE's the accuracy of the representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed that no event has occurred and is continuing which constitutes an Event of Default or complied with all agreementswhich would constitute an Event of Default but for the requirement that notice be given or time elapse, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Boardboth. (be) The obligations Certified copies of AVE under this Agreement shall be all required governmental approvals and are subject to fulfillment, prior to or at the Closing of each authorizations. (f) Certified copy of the following conditions:restated charter and bylaws of the Company. (ig) That AVE's Shareholders Favorable opinions of counsel for the Company, substantially in the forms of Exhibit C-1 and Board of Directors, by proper Exhibit C-2 hereto and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up as to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes matters as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;any Lender through the Administrative Agent may reasonably request. (iih) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at A favorable opinion of King & Spalding, counsel for the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreementsAdministrative Agent, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses substantially in the form attached hereto as of Exhibit "J";D hereto.

Conditions Precedent to Closing. (a) The effectiveness of the Existing Agreement on the Closing Date and the obligations of DIGITAL and Sellers under this agreement shall be and the parties hereto are subject to fulfillment, prior to or at the Closing, of each satisfaction of the following conditions: (ia) That AVE's the Administrative Agent’s receipt of counterparts of this Agreement executed by the Borrower, the sole Lender and the Administrative Agent; (b) the Administrative Agent’s receipt of evidence, satisfactory in form and substance to the Administrative Agent that the Borrower has provided all notices required by ▇▇▇▇▇▇ ▇▇▇ and the ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement for the Borrower’s execution, delivery and performance of this Agreement; (c) all of the representations and warranties of the Borrower contained herein in this Agreement and the other Transaction Documents are true and correct in all material respects (except to the extent (x) such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date and (y) any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct at in all respects) with the time of Closing, same effect as if though such representations and warranties were had been made at such timeon and as of the date of the effectiveness of this Agreement; (iid) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by as of the date of the effectiveness of this Agreement and after giving effect to be performed this Agreement, no Potential Event of Default or complied with by it prior to or at the time Event of the Closing; (iii) That AVE's directors, by proper Default has occurred and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) hereinis continuing; and (ive) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE under this Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there shall have been no Material Adverse Effect with respect to DIGITAL; and York Administrative Agent shall have received a certificate payment in full of DIGITAL all fees and Sellers expenses (including reasonable accrued fees and expenses of counsel to such an effect signed by a duly authorized officer of DIGITAL the Administrative Agent), which are due and by each payable under the Transaction Documents on or before the date of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or complied with all agreements, terms and conditions required by effectiveness of this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses in the form attached hereto as Exhibit "J";Agreement.

Conditions Precedent to Closing. (a) The 5.1 Unless waived by Party A in writing, all the obligations of DIGITAL and Sellers under this agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (i) That AVE's representations and warranties contained herein shall be true and correct at the time of Closing, as if such representations and warranties were made at such time; (ii) That AVE in all material respects shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it prior to or at the time of the Closing; (iii) That AVE's directors, by proper and sufficient vote taken either by consent of directors or at a meeting duly and properly called and held, shall have properly approved all of the matters described in Section 7(b)(i) herein; and (iv) That AVE's common stock will be listed on the National Quotation Bureau, Inc.'s Bulletin Board. (b) The obligations of AVE Party A under this Agreement shall be and are subject to fulfillment, prior to or at conditioned upon the Closing of each fulfillment of the following conditionsconditions by Party A: (i1) That AVE's Shareholders This Agreement and Board of Directors, by proper and sufficient vote, its appendixes (if any) shall have been formally executed by the parties. (2) The representations and warranties in section 6 of this Agreement shall be accurate, true and complete in all material respects. (3) The financial, tax, business and legal due diligences on the Target Company conducted by Party A shall have been completed and the results of such due diligence are accepted and confirmed by Party A. (4) The accounting firm designated by Party A shall have completed the review of the Target Company’s financial statements of fiscal year 2010 and the first three quarters of fiscal year 2011 to the satisfaction of Party A. (5) This Agreement and all the transactions contemplated herein shall have been approved and authorized by the shareholders and/or the board of directors of Party A (if applicable). (6) The shareholders of the Target Company shall have signed relevant regulations and officially authorized the execution of this Agreement and the performance of transactions contemplated herebyherein; approved the contemplated reverse split Existing Shareholders have waived their rights of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors first refusal in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders;writing. (ii7) That DIGITAL's The board of directors of Target Company and Sellers' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time and that there its subsidiaries shall have been elected three (3) members consisting two (2) members appointed by Party A and one (1) member appointed by Party B, and the chairman of the board shall be one of the members appointed by Party A. (8) The Target Company shall have adopted new articles of association (specifying Party A holds 51% equity of the Company and other relevant information as required by Party A) and registered the equity transfer, modifications of articles of association and update of board of directors with administrative bureau for industry and commerce, and has obtained a new business license and provided the same to Party A. (9) The remaining 49% of the equity interest of the Target Company of Party B shall have been pledged to Party A. The registration of the aforementioned pledge with administration bureau for industry and commerce administration shall have been completed and the notice of registration of pledge shall have been provided to Party A. (10) There shall have no Material Adverse Effect with respect any known or rationally expected event or situation which has material adverse effect on the transactions under this Agreement as of the Closing Date. No event or change that has material adverse effect on the assets, business, finance situation and staff of the Target Company has occurred. (11) The actions of the Transferors that shall have been taken or are to DIGITAL; be taken to complete the transactions contemplated under this Agreement, and York all the certificates, papers and other documents needed for completion of the same, are to the satisfaction of Party A. (12) Party A shall have received a certificate PRC legal option regarding the Target Company, Target Equity and the transactions under this Agreement from a PRC lawyer, to the satisfaction of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each Party A. (13) All employees of the Sellers; and (iii) That DIGITAL Target Company and Sellers its subsidiaries shall have performed or complied signed written labor contracts with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing Date and AVE shall have received a Certificate of DIGITAL and Sellers to such effect signed by or duly authorized officer of DIGITAL and by each of the Sellers; (iv) That DIGITAL's officers will have signed non-compete clauses Company in the form attached and substance satisfactory to Party A; the key employees listed in Appendix I hereto shall have signed labor contracts (the term of which is no less than 2 years) and confidentiality and non-competition agreements with the Target Company, which contracts and agreements shall have been approved or confirmed by Party A. (14) The Existing Shareholders’ execution of this Agreement and performance the obligations thereof shall have been approved by relevant governmental authorities and third parties (if necessary), and as Exhibit "J";of the Closing Date, (a) there have not been any pending or potential actions or proceedings taken by PRC governmental authorities to limit or forbid the completion of the transactions under this Agreement, (ii) there have not been any laws and regulations promulgated by any competent PRC governmental authorities which may cause the completion of this Agreement illegal.

Conditions Precedent to Closing. (a1) The obligations of DIGITAL and Sellers Purchaser’s obligation under this agreement shall be and are Agreement to purchase the Property is subject to fulfillment, prior to or at the Closing, fulfillment of each of the following conditions:, subject, however, to the provisions of Section 10(3): (i) That AVE's 1. The representations and warranties of Seller contained herein shall be true materially true, accurate and correct at as of the time Closing Date (subject to the provisions of Closing, as if such representations and warranties were made at such timeSection 8(5)); (ii) That AVE 2. Seller shall be ready, willing and able to deliver title to the Property in accordance with the terms and conditions of this Agreement; 3. Seller shall have delivered all material respects the documents and other items required pursuant to Section 11 hereof, and shall have performed or all other covenants, undertakings and obligations, and complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by it the Seller at or prior to or at the time of the Closing; 4. Purchaser shall have received at Closing a title policy for the Property with all endorsements required by this Agreement, an updated ALTA survey, the Lease, estoppel certificates in form reasonably acceptable to Seller and a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit “D” (iii) That AVE's directors“SNDA”), it being agreed and understood that in no event shall Seller’s failure to deliver any estoppel certificate or SNDA be deemed a default by proper Seller nor shall any such failure or delay give Purchaser any right whatsoever to fail to close this transaction as described herein in the manner and sufficient vote taken either at the time otherwise prescribed by consent this Agreement; 5. As of directors or at a meeting duly and properly called and heldthe Closing Date, Guarantor under the Lease for the Property, shall have properly approved all an S&P credit rating of higher than “A”; 6. All material consents and approvals by any Governmental Authority and parties to agreements to which Seller is a party or by which Seller’s assets are bound that are required with respect to the consummation of the matters described transactions contemplated by this Agreement shall have been obtained and copies thereof or other evidence satisfactory thereof shall have been delivered to Purchaser at or prior to the Closing; 7. No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in Section 7(b)(ieffect as of the Closing which prohibits the transfer of the Property or the consummation of any other transaction contemplated hereby; 8. On or prior to the Closing Date, (A) hereinSeller shall not have applied for or consented to the appointment of a receiver, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Seller shall not have admitted in writing an inability to pay its debts as they mature, (C) Seller shall not have made a general assignment for the benefit of creditors, (D) Seller shall not have been adjudicated as bankrupt or insolvent, or had a petition for reorganization granted with respect to Seller, (E) Seller shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date; and (iv) That AVE's common stock will be listed on 9. The Current Lease shall have been terminated concurrently with the National Quotation Bureau, Inc.'s Bulletin BoardClosing. (b2) The obligations of AVE Seller’s obligation under this Agreement shall be and are to sell the Property to Purchaser is subject to fulfillment, prior to or at the Closing fulfillment of each of the following conditions:, subject, however to the provisions of Section 10(3): (i) That AVE's Shareholders and Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; approved the contemplated reverse split of AVE's outstanding Common Stock; approved the resignation of all of AVE's current directors and the election of up to ___ designees of DIGITAL to serve as directors in place of AVE's current directors; approved a change AVE'S corporate name to a name selected by DIGITAL and will have approved such other changes as are consistent with this Agreement and approved by DIGITAL for submission to AVE stockholders; (ii) That DIGITAL's and Sellers' 1. The representations and warranties of Purchaser contained herein shall be true materially true, accurate and correct at as of the time of Closing as if such representations and warranties were made at such time and that there Date; 2. Purchaser shall have been no Material Adverse Effect with respect delivered the funds required hereunder and all the documents to DIGITAL; be executed by Purchaser set forth in Section 12 hereof and York shall have received a certificate of DIGITAL and Sellers to such an effect signed by a duly authorized officer of DIGITAL and by each of the Sellers; and (iii) That DIGITAL and Sellers shall have performed or all other covenants, undertakings and obligations, and complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them Purchaser at or prior to the Closing; 3. All consents and approvals by any Governmental Authority and parties to agreements to which Purchaser is a party or at by which Purchaser’s assets are bound that are required with respect to the time consummation of Closing Date and AVE the transactions contemplated by this Agreement shall have received a Certificate been obtained and copies thereof shall have been delivered to Seller at or prior to the Closing; 4. No order or injunction of DIGITAL and Sellers to such any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect signed by or duly authorized officer of DIGITAL and by each as of the SellersClosing which prohibits the transfer of the Property or the consummation of any other transaction contemplated hereby; 5. On or prior to the Closing Date, (ivA) That DIGITAL's officers will Purchaser shall not have signed nonapplied for or consented to the appointment of a receiver, receiver-compete clauses manager, trustee or liquidator for itself or any of its assets unless the same shall have been discharged prior to the Closing Date, and no such receiver, receiver-manager, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged prior to the Closing Date, (B) Purchaser shall not have admitted in writing an inability to pay its debts as they mature, (C) Purchaser shall not have made a general assignment for the benefit of creditors, (D) Purchaser shall not have been adjudicated as bankrupt or insolvent, or had a petition for reorganization granted with respect to Purchaser, (E) Purchaser shall not have filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any petition filed against it in any proceeding under any of the foregoing laws unless the same shall have been dismissed, canceled or terminated prior to the Closing Date; 6. Purchaser’s Designee and its affiliates, Inland Western Markham Limited Partnership and Inland Western Markham DST, shall have entered into that certain Canadian Tax Monitoring And Indemnity Agreement with Amex Canada Inc. in the form attached hereto as Exhibit "J";“E”; and 7. Purchaser’s Affiliate, Inland Western Retail Real Estate Trust, Inc., shall have executed and delivered the Indemnification Guaranty in the form attached as an exhibit to the Lease (as defined below). (3) In the event that any condition contained in Section 10(1) or 10(2) is not satisfied, the party entitled to the satisfaction of such condition as a condition to its obligation to close title hereunder shall have as its sole remedy hereunder the right to elect to (i) waive such unsatisfied condition whereupon title shall close as provided in this Agreement, or (ii) if such failure is by Seller and is specific to a Property, Purchaser may delete such Property from this Agreement and receive credit against the Purchase Price in an amount equal to the portion of the Purchase Price allocated to such Property or, (iii) if such failures relate to more than one of the Property if such failures were by Seller, Purchaser may terminate this Agreement, or (iv) if such failure is by Purchaser or Seller and is not specific to a Property, terminate this Agreement. Nothing contained in this Section 10(3) shall be construed so as to bestow any right of termination upon a party for the failure of a condition to be satisfied unless such party is expressly entitled to the satisfaction of such condition as provided in Section 10(1) or 10(2). The provisions of this Section 10(3) shall survive the Closing.