Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The (a) Seller's obligations to sell the Interest to Buyer shall be subject to the performance by Buyer of all of its agreements hereunder to be performed on or prior to the Closing Date including the obligation of Buyer to consummate make the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller payments set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;Section 1.2 hereof. (b) Buyer's obligations to purchase the Interest from Seller has, and has caused ▇▇. ▇▇, shall be subject to the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with performance by Seller of all agreements, obligations and covenants contained in the Transaction Documents that are required of its agreements hereunder to be performed on or complied with prior to the Closing Date and to the satisfaction of the following conditions: (1) Execution and delivery by Seller or any to Buyer of the aforementioned parties ▇▇▇▇ of Sale; (2) Arrangements satisfactory to Buyer shall have been made with respect to the registration of Buyer's Interest with the FAA; (3) Seller shall present Buyer with evidence of Seller's title to the Aircraft to the extent of the Interest subject only to the rights of the Additional Interest Owners; and, (4) Executive Jet Aviation, Inc., a Delaware corporation and affiliate of Seller ("EJA"), shall have agreed to manage the Aircraft on or before behalf of Buyer and the Closing Date;Additional Interest Owners pursuant to the terms of a management agreement typically used by EJA (the "Management Agreement") and shall have agreed to administer an interchange program among Buyer, the Additional Interest Owners and certain owners of other aircraft pursuant to the terms of a master interchange agreement (the "Master Interchange Agreement"), copies of which agreements Buyer acknowledges have been previously delivered to and reviewed by Buyer. (c) The Target Company has received all Buyer agrees that, at such time as Seller and EJA mutually agree that the third party consents Aircraft is operational, in good working order and has issued all ready to use, Buyer will execute and deliver to Seller and EJA, an Aircraft Acceptance Form, Owner's Agreement, Master Interchange Agreement and Management Agreement in the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and forms previously delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented reviewed by Buyer, which shall be dated the date of such mutual agreement. Buyer hereby specifically appoints EJA as duly registered with SAIC Buyer's agent to accept delivery of the Aircraft. Buyer agrees not to unreasonably withhold or delay its acceptance of the Aircraft. Buyer hereby agrees to execute and deliver the Aircraft Acceptance Form within five (5) days from the date of such agreement, and further agrees to indemnify and hold Seller harmless from and against any and all claims, charges, costs or expenses arising out of or relating to Buyer's failure to so execute and deliver such Aircraft Acceptance Form. The transaction contemplated hereunder shall be deemed to commence, and the Management Agreement, Owner's Agreement, Master Interchange Agreement and other applicable authoritiesOperative Documents shall be dated, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount as of the Related and Third Party Guarantees to commencement date specified on the Aircraft Acceptance Form (the "Closing Date" or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv"Commencement Date"); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations In the event of Buyer any change prior to consummate the Closing in any of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are truein Section 4.3(a) above, complete and not misleading Seller, promptly after obtaining knowledge of such change, shall notify Purchaser in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such writing thereof. It shall be a condition precedent to Purchaser's obligations to consummate this transaction that (a) all representations and warranties were made on herein by Seller are true and correct in all material respects as of the Closing Date, and all covenants made by Seller has signed and issued a Closing Memorandum to Buyer certifying that herein are complied with in all such representations and warranties of Seller are all truematerial respects, complete and not misleading in any material aspects (b) as of the Closing Date; (b) Seller has, there shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings that could materially and has caused ▇▇. ▇▇adversely affect the Property, including the Target Company operation or value thereof, or Seller’s other Affiliates and Related Parties 's ability to have, performed and complied with all agreements, perform its obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals (c) as of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change the Title Company shall be unconditionally obligated to issue the Title Policies (in the form of a pro forma policy or "marked title commitment") at Closing in the form required by this Agreement, failing any of which, Purchaser, at its option, shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money. Notwithstanding the foregoing, if the failure of a condition precedent under this Section 4.4 was as the result of a breach of this Agreement by Seller, Purchaser shall have the remedies available to it as set forth in Section 8.1 hereof, provided, however, that if Seller notifies Purchaser pursuant to the Target Companyfirst sentence of this Section 4.4 that a representation or warranty has changed, or the Assets or operation of the Target CompanyPurchaser may either (a) terminate this Agreement upon written notice thereof to Seller, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; in which case (i) The key assets if such representation or warranty was untrue when made or if such representation or warranty has changed as the result of Samuk listed an intentional act or omission of Seller, Seller shall reimburse Purchaser for actual, documented out-of-pocket expenses incurred by Purchaser in Schedule 6.3 have been transferred connection with the transaction contemplated by this Agreement in an amount not to exceed the Target Company or sum of $100,000.00, and (ii) the Sub pursuant ▇▇▇▇▇▇▇ Money shall be returned by the Escrow Agent to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6Purchaser, without incurring any costs, losses the consent or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and, thereafter neither party shall have any further rights or ▇▇. ▇▇ made obligations hereunder except for the Surviving Obligations, or (b) waive such matter in relation writing and proceed to the Equity Transfer that are required Closing, in which case such representation or warranty will be deemed to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedmodified by such change.

Conditions Precedent to Closing. 10.1 The obligations of Buyer pursuant to consummate this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 10.1.1 No representation or warranty shall have changed prior to Closing in such a way that constitutes a Material Adverse Change and no breach by Seller of its representations and warranties hereunder shall have occurred. Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the Equity Transfer terms of this Agreement. 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing, and pay Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple title vested in Buyer, with coverage in the full amount of the Purchase Price and showing only those exceptions to title which are Permitted Exceptions, it being acknowledged that due to the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller pursuant and Title Company prior to Section 3.3 are subject Closing, to the satisfaction require co-insurance with up to two (as determined at Buyer’s reasonable discretion2) of each of the following conditions precedent additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading or result in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and additional cost to Seller. 10.1.3 Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller shall have received obtained and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the Equity Transfer, including (1) the Registration Voucher issued square feet which are leased and occupied by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration tenants as of the Amended AOA; Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Hilton Long Beach, US Customs, REMC Enterprises, Apriso, FBI, Medical Data Exchange, ACS Education Services and Ford ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and each estoppel certificate shall be executed and delivered by the certifying tenant (collectively, the “Estoppel Delivery Condition”). Unless otherwise required by the terms of any specific Leases, Seller will request estoppels from all tenants of the Property in the form attached hereto as Exhibit G. Seller will request the estoppels no earlier than sixty (60) days after the Effective Date, provided, however, no estoppel will be issued as of a date more than forty-five (45) days prior to Closing. Prior to delivering the estoppels to tenants for review and execution, Seller shall deliver drafts of the estoppels to Buyer for review and approval, and Buyer will have two (2) business days to review the New Business License issued by competent level draft estoppels and notify Seller of SAIC and applicable SAIC registration records reflecting any requested corrections or additions thereto. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer as a 75% shareholder of the Target Company; shall notify Seller within three (3) other registration records issued business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by SAIC evidencing the Amended AOA has been approved and effectivedate which is three (3) business days prior to Closing. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and (4) the SAFE Approval issued by competent level of SAFE with regard Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the receipt Closing, then, at Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit (including the Initial Deposit and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executedthe Additional Deposit), and neither party shall have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered further obligation to the other Party executed originals except Buyer’s indemnification obligations under Section 5. If Buyer has not received the required amount of such documents; (f) The Parties have agreed on estoppels to satisfy the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to Estoppel Delivery Condition by the Parties pursuant date which is three (3) business days prior to this Agreement; (g) Prior Closing, then Seller or Buyer shall be permitted to extend the Closing DateDate until five (5) days after the receipt of all such estoppels, there has been to permit Seller to secure such estoppels to meet the Estoppel Delivery Condition, but in no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; event shall Seller extend Closing by more than thirty (h30) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfieddays.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 9.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the date hereof, complete and Seller shall not misleading have on or prior to closing, failed to meet, comply with or perform in any material aspects when made, throughout respect any conditions or agreements on Seller's part as required by the Interim Periodterms of this Agreement. 9.2. There shall be no material change in the matters reflected in the Title Report, and on and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, the Closing Date with management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have operated the Property from and after the date hereof in substantially the same effect manner as if prior thereto. 9.5. If any such representations condition is not fully satisfied by closing, Buyer shall so notify Seller and warranties were made on may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, and as upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and Seller has signed and issued a Closing Memorandum the Deposit shall be returned to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in neither party shall have any material aspects as further liability hereunder. 9.7. If Buyer's acquisition of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any Property is part of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign tax-deferred exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and have caused that no additional delays in the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the scheduled Close of Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant are incurred unless mutually agreed upon by all parties to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 8.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the date hereof, complete and Seller shall not misleading have on or prior to closing, failed to meet, comply with or perform in any material aspects when made, throughout respect any conditions or agreements on Seller's part as required by the Interim Periodterms of this Agreement. 8.2. There shall be no change in the matters reflected in the Title Report, and on there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 8.3. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto. 8.4. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Closing Date with Due Diligence Items the same effect as if Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 8.5. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such representations and warranties were made on and as of condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and Seller has signed and issued a Closing Memorandum the Deposit shall be returned to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in neither party shall have any material aspects as further liability hereunder. 8.6. If Buyer's acquisition of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any Property is part of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign tax-deferred exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and have caused that no additional delays in the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the scheduled Close of Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant are incurred unless mutually agreed upon by all parties to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. (a) The obligations obligation of Buyer to consummate purchase the Closing of the Equity Transfer and pay the Purchase Price to Seller Property pursuant to Section 3.3 are this Agreement shall be expressly conditioned upon and subject to the satisfaction (as determined at or written waiver by Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingconditions: (ai) All Each of the representations and warranties of Seller set forth hereunder are true, complete and not misleading contained in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects section 5 shall be true as of the Closing Date; (ii) Seller shall not be in default of any of its obligations under this Agreement; and (iii) The current tenant (as of the Execution Date) of the Exchange Unit elects not to exercise its right to purchase the Exchange Unit pursuant to the provisions of Article 13, Sections 46-55 of the Baltimore City Code (1976 Edition, as amended). If any one or more of such conditions precedent are not satisfied (or the satisfaction thereof is not waived in writing by Buyer) as of the Closing Date, then Buyer shall have the right, at its option, to terminate this Agreement by written notice thereof to Seller, and thereafter neither party shall have any further liability or obligation hereunder. (b) The obligation of Seller has, to sell the Property pursuant to this Agreement shall be expressly conditioned upon and has caused ▇▇. ▇▇, subject to the Target Company satisfaction (or written waiver by Seller’s other Affiliates ) of each of the following conditions: (i) Each of the representations and Related Parties to have, performed and complied with all agreements, obligations and covenants warranties contained in the Transaction Documents that are required to section 6 shall be performed or complied with by Seller or any true as of the aforementioned parties on or before the Closing Date; (cii) Buyer shall not be in default of any of its obligations under this Agreement; and (iii) The Target Company has received all the third party consents and has issued all the notices to relevant third parties current tenant (as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (dExecution Date) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) Exchange Unit elects not to exercise its right to purchase the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title Exchange Unit pursuant to the Equity Interest and the approval or registration provisions of Article 13, Sections 46-5 5 of the Amended AOA; Baltimore City Code (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer 1976 Edition, as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company amended). If any one or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals more of such documents; conditions precedent are not satisfied (for the satisfaction thereof is not waived in writing by Seller) The Parties have agreed on the substance and form as of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change then Seller shall have the right, at its option, to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned terminate this Agreement by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory written notice thereof to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) and thereafter neither party shall have any further liability or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedobligation hereunder.

Conditions Precedent to Closing. The obligations of Buyer 6.1 In addition to consummate the Closing of the Equity Transfer and pay the Purchase Price any other conditions to Seller pursuant Purchaser’s obligation to Section 3.3 are close set forth in this Agreement, Purchaser’s obligation to close hereunder is subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each and all of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) A. All the of Seller’s representations and warranties of Seller set forth hereunder are true, complete contained in this Agreement shall be true and not misleading correct in any all material aspects respects when made, throughout the Interim Period, made and on and also as of the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Seller under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner's title insurance policies with extended coverage (to the same effect extent that extended coverage is available in a particular jurisdiction), or in the case of Properties in the State of Texas, a standard form of Owner’s Policy of Title Insurance as if prescribed by the Texas State Board of Insurance, insuring title to each Property subject only to the Permitted Exceptions (each, a “Title Policy” and collectively, the “Title Policies”), in an amount not less than the portion of the Purchase Price allocated to such Property on Schedule I in the Schedules, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1. The immediately preceding sentence shall survive the termination of this Agreement. 6.2 In addition to any other conditions to Seller’s obligation to close set forth in this Agreement, Seller’s obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Purchaser’s representations and warranties were contained in this Agreement shall be true and correct in all material respects when made on and also as of the Closing DateDate when remade. B. All documents, instruments and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are assurances required hereunder to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has Seller shall have been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have duly delivered to the other Party executed originals Seller. C. All material covenants and agreements of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to Purchaser under this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 Agreement shall have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully duly performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer Authority shall not be obligated to consummate proceed with the Closing of under the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of Loan Documents unless the following conditions precedent are satisfied prior to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingor concurrently therewith: (a) All the representations and warranties There exists no Default nor any act, failure, omission or condition that would constitute an event of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;Default under this Agreement. (b) Seller hasThe Borrower has executed and delivered to the Authority all documents, instruments, and has caused ▇▇. ▇▇, policies required under the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date;Loan Documents. (c) The Target Company has received all A title insurer reasonably acceptable to the third party consents Authority is unconditionally and has issued all irrevocably committed to issuing one or more ALTA Lender's Policy of insurance insuring the notices to relevant third parties as required for the consummation priority of the transactions contemplated hereunderDeed of Trust in the amount of the Loan, including without limitationsubject only to such exceptions and exclusions as may be reasonably acceptable to the Authority, consents from and containing such endorsements as the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);Authority may reasonably require. (d) The Target Company Deed of Trust has been executed and Seller have received and delivered is ready to Buyer all regulatory approvals and filing certificates legally required for be recorded against the consummation Borrower's Leasehold Estate in the Office of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration Recorder of the Amended AOA; (2) the New Business License issued by competent level County of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;Los Angeles. (e) The Parties have executedAuthority has completed and approved all environmental reviews under NEPA as necessary for the acquisition of the Property and construction of the Project, and have caused the Target Company or other relevant Affiliates Borrower has provided the Authority evidence of compliance with all approved NEPA and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract CEQA requirements and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;mitigation measures. (f) The Parties have agreed on Borrower has furnished the substance and form Authority with evidence of the OEM and Licensing Agreement, insurance coverage meeting the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form requirements of which are required to be agreed to by the Parties pursuant to this Agreement;Section 4.14 below. (g) Prior The Authority has received and approved the final Construction Plans for the Project, as required pursuant to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;Section 3.2 below. (h) 25% equity interest of The Authority shall have received and approved the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement;Accessibility Compliance Report. (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to Authority has received and approved the Target Company or the Sub Construction Contract as required pursuant to Section 6.3;3.3 below, and ▇▇▇▇▇▇▇▇ has executed same with Contractor. (j) Shenzhen Maximal The Authority has received copies of labor and Shanghai Maximal have been carved out from the Target Company material (payment) bonds and become independent dealers separate from the Target Company performance bonds, as required pursuant to Section 6.4;3.4 below. (k) Seller The Authority has received and the Target Company have signed approved a Property Management and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5;Re- Occupancy Plan. (l) Seller has partially removed the Related The Authority shall have received and Third Party Guarantees approved a Construction Section 3 Plan and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer;3 Plan. (m) The Target Company has implemented Authority shall have provided the Compliance Measures in a manner and Relocation Plan to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7;the Borrower. (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price;The Authority shall have received and approved a Financing Plan. (o) The Target Company’s working capital has been adjusted Authority shall have received and maintained at the normal level as defined in Section 6.1(a)(iv);approved a Supportive Services Plan. (p) All obligations The Authority shall have received and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied;approved a Sustainability Plan. (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; andDeveloper shall have executed a Completion Guaranty in favor of the Authority in the form attached hereto as Exhibit H. (r) Any other undertakings The Borrower shall have repaid the Authority the portion of Seller or ▇▇. ▇▇ made any Multi-Phase Costs Loan (as defined in relation the Master Development Agreement) allocated to the Equity Transfer that are required to be performed prior to Closing Project, if applicable. (including without limitatiosn, those pres) The Borrower shall have repaid the Authority any Phase-Closing undertakings Related Predevelopment Loan (as defined in the Undertaking LetterMaster Development Agreement) provided for the Project, if applicable, in full. (t) The Authority shall have been fully performed received permission to close from HUD. (u) The Authority, the Borrower, and satisfiedthe Investor shall have executed a purchase option and right of first refusal agreement. (v) The Borrower has closed all Approved Financing described in Section 1.1(c) except the AHP Loan and the Permanent Loan.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller Purchaser pursuant to Section 3.3 are this Contract shall, at the option of Purchaser, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: A. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are true, complete in this Contract shall be true and not misleading correct in any all material aspects when made, throughout respects as of the Interim Period, and on date hereof and as of the Closing Date with the same effect as if such representations and warranties were made on and as date of the Closing Dateclosing, and Seller has signed and issued a Closing Memorandum shall not have on or prior to Buyer certifying that all such representations and warranties of Seller are all trueclosing, complete and not misleading failed to meet, comply with or perform in any material aspects respect any conditions or agreements on Seller's part as required by the terms of this Contract. B. There shall be no change in the matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Commitment except for the Permitted Exceptions or matters to be satisfied at closing. C. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Property not shown on the Survey. D. Purchaser shall have received executed originals or copies, certified by Seller as being true and correct, of all Leases and Permits, including all warranties, licenses and permits in Seller's possession relating to the Property, all of which shall, at Purchaser's option, be assigned to Purchaser or its designee at closing. E. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto. F. Seller shall have delivered to Purchaser an estoppel letter from each Tenant not affiliated with Purchaser, which letter shall be in form and substance substantially identical to the estoppel letter attached hereto as Exhibit J and, in addition, a letter from Seller addressed to each such Tenant --------- informing such Tenant of the Closing Date; (b) Seller haschange in ownership of the Property. In the event that any estoppel letter reveals a material default in any lease or does not confirm that the lease terms are substantially the same as represented in the rent roll provided to Purchaser, and has caused ▇▇Purchaser shall have the right to terminate this Contract. ▇▇For purposes of this subparagraph H, the Target Company term "substantially the ----------------- same" shall mean that there is no material variance in lease terms from those ---- set forth in the rent roll delivered by Seller pursuant to Article III hereof. Notwithstanding the foregoing, if Purchaser has the right to terminate by virtue of the terms of this section, Seller may provide an indemnification to Purchaser, which indemnification must be in form and content and from an indemnitor reasonably satisfactory to Purchaser, for any amounts that may be lost by virtue of the variance in lease terms, in which case Purchaser's right to terminate shall be void and of no effect. Purchaser agrees that US West Real Estate, Inc., a Colorado corporation, is a satisfactory indemnitor. G. Seller shall have delivered to Purchaser a current Non-Residential Use Permit for Building 6 and for Building 15 and a current Non-Residential Use Permit for the space occupied by each tenant at Building 6 or Seller’s other Affiliates Building 15, as applicable. H. Seller shall have recorded that certain Amendment No. 1 to Amended and Related Parties Restated Declaration of Protective Covenants and Restrictions for Dulles Corner now in escrow at Chicago Title Company. I. The parties shall have entered into a mutually acceptable agreement regarding operation of the fitness club incorporating and elaborating on the items set forth in Exhibit O attached hereto. --------- If any such condition is not fully satisfied by closing, Purchaser may terminate this Contract by written notice to haveSeller whereupon this Contract may be cancelled, performed and complied with all agreementsthe Deposit shall be paid to Purchaser and, thereafter, neither Seller nor Purchaser shall have any continuing obligations and covenants hereunder. Notwithstanding anything to the contrary contained in this Article VIII, if Purchaser notifies Seller that Purchaser elects to terminate this Contract on account of a failure to satisfy the Transaction Documents that are required conditions precedent set forth in this Article VIII, Seller may, by written notice to be performed or complied with by Seller or any of the aforementioned parties Purchaser given on or before the Closing Date; (c) The Target Company has received all closing date, agree to satisfy the third party consents condition, and has issued all Purchaser shall thereupon be obligated to close the notices to relevant third parties as required for the consummation of the transactions contemplated hereundertransaction, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title provided such cure is effectuated prior to the Equity Interest and the approval or registration date of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedclosing.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 9.1 All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the date hereof, complete and Seller shall not misleading have on or prior to closing, failed to meet, comply with or perform in any material aspects when made, throughout respect any conditions or agreements on Seller's part as required by the Interim Periodterms of this Agreement. 9.2 There shall be no change in the matters reflected in the Title Report, and on and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 9.3 Effective as of closing, the Closing Date with management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4 Seller shall have operated the Property from and after the date hereof in substantially the same effect manner as if such representations and warranties were made on and prior thereto. 9.5 On the Close of Escrow, neither Seller nor any Major Tenant (as hereinafter defined) shall have filed a petition under any section of the Closing DateBankruptcy Code, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all trueas amended, complete and not misleading in or under any material aspects as similar law or statute of the Closing Date; (b) United States or any State thereof, nor shall Seller hasor any Major Tenant have been adjudged bankrupt or insolvent, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with nor shall any rearrangement of its debts have been requested by Seller or any Major Tenant; neither Seller nor any Major Tenant shall be insolvent and no receiver or trustee shall have been appointed for Seller or any of Seller's assets, or for any Major Tenant or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation assets of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this AgreementMajor Tenant. For purposes hereof, the Escrow Agreementterm "Major Tenant" shall mean HEB, the Shareholders AgreementBeall's, the Amended AOATuesday Morning, the Share Charge DeedChristian Faith Center, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇▇▇▇▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosnCo., those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.Taco Cabana,

Conditions Precedent to Closing. 3.01 The obligations of Buyer to consummate the Closing obligation of the Equity Transfer and pay Assignor to complete the Purchase Price to Seller sale of the Assignor's Interest pursuant to Section 3.3 are hereto is subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingbeing satisfied: (a) All the all covenants, representations and warranties of Seller set forth made by the Vendor hereunder are true, complete shall have been complied with and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of remain true at the Closing Date; (b) Seller hasat the Closing Date, the purchase and sale hereby agreed to shall comply with all legal requirements and restrictions; (c) the Vendor shall have delivered to the Parent Company, share certificates for 800,000 common shares of the Parent Company, and has caused ▇▇free and clear of all charges, liens and encumbrances; and (d) on the Closing Date, no suit, action or other proceeding is pending or threatened before any court or government agency which might result in impairment or loss of the Property. ▇▇The foregoing conditions shall be for the exclusive benefit of the Assignor and may, the Target Company or Seller’s other Affiliates and Related Parties without prejudice to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties rights of the Assignor hereunder (including reliance on or enforcement of warranties or covenants which are preserved dealing with or similar to the condition or conditions waived) be waived by it in writing, in whole or in part, at any time. In case any of the said conditions shall not be complied with, or waived by the Assignor, at or before the Closing, the Assignor may rescind and terminate this agreement by written notice to the Vendor and, in such event, the Assignor and the Vendor shall be released from all obligations hereunder. 3.01 The obligation of the Vendor to complete the purchase of the Assignor's Interest pursuant hereto is subject to the following conditions being satisfied: (a) all covenants, representations and warranties made by the Assignor hereunder shall have been complied with and remain true at the Closing Date; (b) at the Closing Date, the purchase and sale hereby agreed to shall comply with all legal requirements and restrictions; (c) The Target Company has received all at the third party consents and has issued all the notices to relevant third parties as required for the consummation written request of the transactions contemplated hereunderVendor, including without limitationthe Assignor and the Parent Company shall have caused to be recorded in the office of the governmental agency, consents from the bankstransfer, guarantees, mortgagees to the Vendor of a 75% undivided interest in and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);to the Property; and (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change suit, action or other proceeding is pending or threatened before any court or government agency which might result in impairment or loss of the Property. The foregoing conditions shall be for the exclusive benefit of the Vendor and may, without prejudice to any of the rights of the Vendor hereunder (including reliance on or enforcement of warranties or covenants which are preserved dealing with or similar to the Target Companycondition or conditions waived) be waived by it in writing, in whole or in part, at any time. In case any of the said conditions shall not be complied with, or waived by the Assets Vendor, at or operation of before the Target CompanyClosing, including but not limited the Vendor may rescind and terminate this agreement by written notice to the financial conditionAssignor and, operating resultsin such event, business prospectsthe Vendor and the Assignor shall be released from all obligations hereunder. 3.02 At the Closing, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and provided that all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 conditions precedent have been transferred to satisfied or waived, the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedAgreement shall terminate.

Conditions Precedent to Closing. (a) The obligations of Buyer following shall be conditions precedent to Purchaser’s obligation to consummate the Closing purchase and sale transaction contemplated herein (the "Purchaser’s Conditions Precedent"): (i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a), Section 16(b), Section 17 or any other applicable section of this Agreement within the time periods described in said sections. (ii) Title Company shall be irrevocably committed to issue, at the Closing, the Approved Title Policy, subject to Purchaser's payment of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject title premiums for which Purchaser is responsible hereunder. (iii) Purchaser shall have received, no less than three (3) business days prior to the satisfaction Closing, executed estoppel certificates in the form of the Approved Estoppels (as determined defined below) (with no changes other than de minimis changes reasonably approved by Purchaser) and not disclosing the existence of any default under the Leases referenced therein, from tenants occupying at Buyer’s reasonable discretionleast eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement and specifically including all of the Major Tenants. Each executed estoppel certificate delivered to Purchaser shall be deemed to be satisfactory to Purchaser unless Purchaser provides Seller with written notice within three (3) business days of Purchaser’s receipt of such estoppel certificate of its disapproval of such estoppel certificate and the basis of such disapproval. A "Major Tenant" means each of the following conditions precedent to Closing (“CPs”)tenants at the Property: Ball Corporation, unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are trueLPS, complete and not misleading in any material aspects when madeDataLogix, throughout the Interim Period▇▇▇▇ Group, HID Global, Urban Lending Solutions, and Tandberg Data. Seller’s failure to obtain said estoppel certificates shall not be a default by Seller under this Agreement. Seller has prepared, or caused to be prepared, and delivered on May 22, 2013, to Purchaser for review and approval the estoppel certificates Seller intends to deliver to the tenants, which were based on the form of estoppel certificate in the form attached hereto as Exhibit D. Seller shall, promptly after receiving Purchaser's approval thereof, remit, or cause to be remitted, the estoppel certificates to all the tenants of the Closing Date Property for signature with the same effect as if such representations and warranties were made on and as any corrections provided by Purchaser. If Purchaser fails to notify Seller of the Closing Dateits approval of, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in or any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇changes to, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by estoppel certificates it receives from Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; within three (3) other registration records issued business days following Purchaser’s receipt of the same, Seller may forward such estoppel certificates to all the tenants of the Property without Purchaser’s prior approval. Estoppel certificates prepared by SAIC evidencing Seller and approved (or deemed approved) by Purchaser as provided above are referred to, collectively, as "Approved Estoppels". Notwithstanding the Amended AOA has foregoing, in the event the condition described in this Section 9(a)(iii) shall not have been approved and effectivesatisfied, and (4) the SAFE Approval issued either Seller or Purchaser may elect by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered notice to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to extend the Closing Date, there has been no Material Adverse Change for a period not to the Target Company, or the Assets or operation of the Target Company, including but not limited exceed thirty (30) days in order to the financial satisfy such condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. 10.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) All 10.1.1 There shall be no material adverse change in the representations matters reflected in the Title Report, and warranties of Seller set forth hereunder are true, complete and there shall not misleading in exist any material aspects when made, throughout adverse encumbrance or title defect affecting the Interim Period, and on and as of Property except for the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company Permitted Exceptions or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required matters to be performed or complied with by Seller or any satisfied at Closing; provided, however, that matters arising under the Loan Documents from and after the date of the aforementioned parties on or before the Closing Date;this Agreement shall not constitute a material adverse change for purposes of this Section 10.1.1. (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller 10.1.2 Parent shall have received obtained and delivered to Buyer all regulatory approvals estoppel certificates, substantially in the form attached hereto as Exhibit B or in such other form as may be permitted or required in accordance with the terms of their respective Leases, from the following tenants (collectively, the “Required Tenants”): (i) Boehringer Ingelheim Pharmaceuticals, Inc., (ii) Praxair, inc. and filing certificates legally required for (iii) Honeywell International, Inc. An estoppel certificate from a Required Tenant shall be deemed to satisfy this condition precedent unless it discloses material adverse matters inconsistent with the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Lease. Buyer as a 75% shareholder of the Target Company; shall notify Parent within three (3) other registration records issued by SAIC evidencing business days of receipt of a copy of the Amended AOA has been approved executed estoppel certificate from a Required Tenant of its approval or disapproval and effectivethe basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate from a Required Tenant because of a material adverse matter disclosed therein that is inconsistent with such Required Tenant’s Lease, and (4) the SAFE Approval issued by competent level of SAFE with regard Parent is unable to obtain a reasonably acceptable estoppel certificate from such Required Tenant prior to the receipt and settlement Closing, this Agreement shall, at Buyer’s option, terminate, Buyer shall be entitled to a refund of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executedthe Deposit, and neither party shall have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered further obligation to the other Party executed originals of such documents; (f) The Parties have agreed on except Buyer’s indemnification obligations under Paragraph 5. Parent shall request the substance Required Tenants and form each tenant of the OEM Property to execute an estoppel certificate and Licensing Agreementshall use commercially reasonable efforts to obtain an estoppel certificate from the Required Tenants and the other tenants of the Property; provided, however, the Technology License failure to obtain any estoppel certificate from tenants other than the Required Tenants shall not entitle Buyer to terminate this Agreement. If Buyer notifies Parent of a failure to satisfy the conditions precedent set forth in this paragraph, Parent may, within five (5) days of receipt of Buyer’s notices agree to satisfy the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreementcondition by written notice to Buyer, and any other Transaction Documents related Buyer shall thereupon be obligated to close the Equity Transfer the form of which are required transaction provided Parent so satisfies such condition. If Parent fails to be agreed agree to by the Parties pursuant cure or fails to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but cure such condition within such five day period and such condition is not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented waived by Buyer, as duly registered with SAIC this Agreement shall be canceled and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with the Deposit shall be returned to Buyer and neither party shall have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional further liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedhereunder.

Conditions Precedent to Closing. 5.01. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are under this Agreement shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each or waiver on or before the Closing Date of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the that all representations and warranties of Seller set forth hereunder are true, complete and not misleading contained in any this Agreement shall be true in all material aspects when made, throughout respects as of the Interim Period, and on date hereof and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and that Seller has signed shall have performed in all material respects all agreements, covenants and issued a conditions required by this Agreement to be performed by them on or prior to the Closing Memorandum Date. 5.02. In the event any of the material conditions to the obligations of Buyer certifying that all are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such representations and warranties action to Sellers on such date. 5.03. Proceeds of Seller the Purchase Price are all true, complete and not misleading payable to Sellers as set forth in any material aspects Exhibit “C” attached hereto. 5.04. No default shall exist as of the Closing Date;Date with any loan obligations of Sellers to Buyer. (b) Seller has, and has caused ▇▇5.05. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on On or before the Closing Date; , a Sales Agreement must be entered into with R▇▇▇ Homes, or a similar home builder (cany or all hereinafter referred to as “Builder”) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents purchase by Builder from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change Company of control” clauses set forth on Schedule 7.1(c); no less than twenty-four (d24) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to lots owned by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory substance acceptable to Buyer, as determined in Buyer’s reasonable discretion after its sole discretion. 5.06. At Closing the Company will enter into an auditOption Agreement for the Purchase and Sale of Real Property with B▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Homes, pursuant to Section 6.7; LLC (n“BMH”) Buyer has obtained approval for purchase by BMH from its bank(s) or other financing partners to support its payment the Company of the total amount of Purchase Price;thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH (o) The Target Company’s working capital has been adjusted and maintained at 5.07. At Closing the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect Company shall enter into a management contract with BMH to handle administration of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed Company and delivered development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedBMH.

Conditions Precedent to Closing. 10.1 The obligations of Buyer Seller under this Agreement to consummate assign eighty percent (80%) of the Ground Lease and to perform the other covenants and obligations to be performed by Seller on or before the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are Date shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”)all or any of which may be waived, unless otherwise expressly waived in whole or in part, by Buyer in writing:Seller): (a) All the The representations and warranties of Seller set forth hereunder are true, complete made by Purchaser herein shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and as of the Closing Date respects with the same force and effect as if though such representations and warranties were had been made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, Purchaser shall have performed all covenants and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed obligations undertaken by Purchaser herein in all respects and complied with all agreements, obligations and covenants contained in the Transaction Documents that are conditions required by this Agreement to be performed or complied with by it on or before the Closing Date; and (c) Purchaser shall have delivered to Seller all of the documents provided herein for said delivery. 10.2 The obligations of Purchaser to assume the eighty percent (80%) of the Ground Lease and to perform the other covenants and obligations to be performed by Purchaser 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 Purchaser): (a) Ground Lessor shall have duly executed, acknowledged and delivered to Purchaser a landlord estoppel certificate substantially in the aforementioned parties form attached hereto as Exhibit 10.2(a); (b) Intentionally omitted; (c) The representations and warranties made by Seller herein shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; (d) Seller shall have performed all covenants and obligations undertaken by Seller herein in all respects and complied with all conditions required by this Agreement to be performed or complied with by it on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and Seller shall have delivered to Purchaser all of the other Party executed originals of such documentsdocuments provided herein for said delivery; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this AgreementIntentionally omitted; (g) Prior At Closing, the Property shall be vacant and there shall be no leases, agreements or contracts permitting any person or entity to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation occupy all any portion of the Target CompanyProperty, including but not limited other than the Ground Lease. Seller shall be responsible, at Seller’s cost and expense, for ensuring that all tenants and occupants, if any, have vacated the Property prior to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;Closing; and (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according At or prior to the Parties’ agreement; Closing, Onyx shall cause the following to occur: (i) The key assets Onyx shall redeem the interests of Samuk listed Phalanx Fund II, LP, Onyx EP 31st Street, LLC, and LMB II, LLC, which as of the date of this Agreement collectively, together with Onyx, own one hundred percent (100%) of the membership interests (collectively, the “TIC HOLDERS”) in Schedule 6.3 have been transferred Onyx in exchange for their proportionate ownership of tenant in common interests in the Lease (the “NEW TIC INTERESTS”) representing 50% of the Lease, and (ii) cause the TIC Holders to sign joinders to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements this Agreement, in a form reasonably satisfactory to Buyer pursuant Purchaser (each a “JOINDER”), as additional sellers to Section 6.5; (l) Seller has partially removed transfer their New TIC Interests to Purchaser in accordance with the Related and Third Party Guarantees and lowered the total amount terms hereof for their proportional share of the Related Purchase Price. The parties hereto acknowledge that the transfers contemplated by this provision shall not be restricted by, or constitute a breach of, any provision of this Agreement and Third Party Guarantees to the TIC Holders shall be each treated as a Seller for all purposes of this Agreement, mutatis mutantis. 10.3 Except in those instances where escrow automatically terminates under the terms of this Agreement, if any condition is not satisfied or under RMB321,800,000 pursuant to Section 6.6waived within the time period and in the manner set forth in this Agreement, without incurring any costs, losses or remaining or additional liability then the party for whose benefit the condition exists (as provided in Sections 10.1 and 10.2 above) may terminate this Agreement by delivering written notice to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner other party and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion Escrow Agent after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment the end of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation applicable time period but prior to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedClosing.

Conditions Precedent to Closing. 10.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction following conditions precedent: 10.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3 Seller shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy percent of the square feet which are leased and occupied by tenants as of the Effective Date. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. 10.1.4 Seller shall have provided and Buyer shall have received an executed copy of the lease agreement between Seller and the State of Oregon as further described in Section 10.1.5 of this Agreement. 10.1.5 Prior to the Closing, Seller and the State of Oregon shall finalize and execute a lease agreement, pursuant to which the State of Oregon (as determined at Buyer’s reasonable discretiontenant) of each shall lease from Seller (as landlord), a portion of the following conditions precedent existing space. The lease agreement shall be in a form reasonably acceptable to Seller, Buyer and the State of Oregon. Beginning on the date of Closing and continuing until the State of Oregon begins paying unabated net rent, Buyer shall receive a credit on the date of Closing, in an amount equal to all rent concessions which shall accrue between Closing and December 31, 2007 (“CPs”inclusive), unless otherwise expressly waived under the State of Oregon lease agreement, assuming a rental rate of Eighty-One Thousand One Hundred Eighty-Five and 97/100 Dollars ($81,185.97) per month, pro rated for the actual number of days in such period. The lease agreement by Buyer and between Seller and the State or Oregon shall be completed in writingsuch a way as to properly encompass the following specific terms and conditions: (a) All Total rent due from the representations State of Oregon shall be at the rate of at least Twenty and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date 13/100 Dollars per square foot per month ($20.13/sf) with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;annual escalations; and (b) The leased premises shall consist of approximately 48,397 square feet in the portion of the Property commonly known as Greystone III. 10.2 The obligations of Seller hasunder this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and has caused ▇▇Buyer shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement. 10.2.2 Seller shall have received approval of the sale from the investment committee of NNN Realty Advisors, Inc., a Delaware corporation, no later than fifteen business days after full execution of this Agreement. 10.2.3 Seller shall have received an acceptable Fairness opinion as to the sales price from a third party. ▇▇If any such condition is not fully satisfied by closing, the Target Company or Seller’s party is whose favor the condition runs shall notify the other Affiliates party and Related Parties to havemay terminate this Agreement by written notice whereupon this Agreement may be canceled, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any upon return of the aforementioned parties on or before Due Diligence Items the Closing Date; (c) The Target Company has received all Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a failure to satisfy the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses conditions precedent set forth on Schedule 7.1(c); in this paragraph, Seller may, within five (d5) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation days of the Equity Transfer, including (1) the Registration Voucher issued by competent level receipt of MOFCOM indicating Buyer’s legal title Notices agree to satisfy the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued condition by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory written notice to Buyer, as determined in Buyer’s reasonable discretion after an auditand Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the date of Closing, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of this Agreement shall be canceled and the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered Deposit shall be returned to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) and neither party shall have been fully performed and satisfiedany further liability hereunder.

Conditions Precedent to Closing. The obligations of Buyer 7.01 Conditions Precedent to consummate Buyer's Obligations. Satisfaction on or prior ------------------------------------------- to the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) Date of each of the following conditions shall be a condition precedent to Closing (“CPs”), unless otherwise expressly waived by obligations of Buyer in writingto purchase the Purchased Assets and to pay the required consideration therefor: (a) All Seller shall have delivered all of the Seller's Closing Documents required to be delivered by Seller under the provisions of Section 5.04 and elsewhere in this Agreement, in accordance with the provisions hereof. (b) Subject to the provisions of Section 4.05 hereof, the representations and warranties of Seller set forth hereunder are true, complete contained in Section 4.01 and not misleading elsewhere in any this Agreement shall be true and correct in all material aspects respects when made, throughout the Interim Period, and shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Buyer shall have received a certificate to that effect by Seller has signed and issued Seller shall have complied with its covenants and obligations hereunder in all material respects; provided, however, that Buyer shall -------- nonetheless be obligated to close the transactions set forth herein, unless such untruth, inaccuracy or failure, taken together with all other such untruths, inaccuracies or failures, would have a Closing Memorandum Material Adverse Effect with respect to Buyer certifying that the Business of all such representations and warranties Facilities in the aggregate, not taking into account any obligations of Seller are all trueset forth in Section 7.01(k) hereof. Notwithstanding the foregoing, complete and not misleading Buyer shall be entitled to a Decrease in any material aspects as the Purchase Price at Closing on account of untruths, inaccuracies or failures of the Closing Date; Seller which Buyer did not have Knowledge of on the Firm Date if such untruths, inaccuracies or failures have resulted in, or are foreseeably likely to result in, any Liability in excess of $100,000 in the aggregate (bthe "Decrease Threshold") Seller haswith respect to the Business of all of the Facilities, and has caused ▇▇. ▇▇in which case, the Target Company or Seller’s other Affiliates and Related Parties Decrease shall be equal to have, performed and complied with all agreements, obligations and covenants contained Liabilities above the Decrease Threshold up to but not in excess of One Million Dollars ($1,000,000) (which Decrease shall be up to a maximum amount of $900,000). Notwithstanding the Transaction Documents that are required foregoing provisions of this Section 7.01(b) there shall be no Decrease hereunder for any matter related to be performed or complied with by Seller or any the financial condition of the aforementioned parties on Business which is subject to the provisions of Section 6.01(l) of this Agreement dealing with a Purchase Price adjuster (whether or before the Closing Date;not there is an adjustment). (c) The Target Company has Buyer shall have received all a suitability for licensure determination, pursuant to 105 Code of Massachusetts Regulations (S)153.022, from the third party consents and has issued all the notices to relevant third parties as required for the consummation Department of Health of the transactions contemplated hereunderCommonwealth of Massachusetts with reference to its acquisition of the Facilities. Buyer shall promptly file all applications, pay all fees, publish all notices, and submit all other materials required in connection with such determination, and shall otherwise make reasonable efforts to obtain such determination. Buyer shall submit all such applications, notices, publications and other materials to Seller simultaneously with submission of such documents for filing or publication and shall keep Seller and its regulatory counsel informed on a regular basis of the status of all such applications, including without limitationrequests for further information, consents possible delays and possible obstacles to approval, including delivery to Seller of copies of all communications from Governmental Authorities concerning such applications. On or before October 15, 1998, Buyer shall file its initial application for such determination, and within fifteen days after the banksexecution and delivery of this Agreement, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);Buyer shall give the notice required by 105 CMR (S)100.250. (d) The Target Company No action, suit, or formal administrative proceeding shall have been commenced and Seller be continuing which seeks to enjoin the transactions contemplated by this Agreement or which would have received and delivered to Buyer all regulatory approvals and filing certificates legally required for a Material Adverse Effect on the consummation business or financial condition of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;Facilities. (e) The Parties If a filing under the ▇▇▇▇-▇▇▇▇▇ Act is required the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇ Act shall have executed, expired or shall have been terminated and no Governmental Authority shall have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related taken action pursuant to the Equity Transfer as required ▇▇▇▇-▇▇▇▇▇ Act to be executed pursuant to this Agreement, and have delivered to prevent the other Party executed originals of such documents;Closing. (f) The Parties No Major Casualty or Major Condemnation shall have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement;occurred. (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but The Average Patient Census shall be not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;less than 711. (h) 25% equity interest Buyer shall have obtained, at its sole cost and expense, a completed appraisal or appraisals in reasonable form which indicates that the value of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders Purchased Assets equals or exceeds fifty percent (50%) of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement;Purchase Price. (i) The key assets of Samuk listed in Schedule 6.3 All liens on the Purchased Assets will have been transferred released in full and Form UCC-3s will have been filed or delivered for filing as appropriate, except for those relating to the Target Company or the Sub pursuant to Section 6.3;leased copiers and postage machines and other Excluded Property. (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) If Seller has partially removed given a Seller Continuation Notice in accordance with Section 2.02(b), Seller shall have either cured the Related and Third Party Guarantees and lowered unsatisfactory Inspection Matters set forth in the total amount of Inspection Termination Notice or provided a Decrease in the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to Purchase Price on account thereof in accordance with the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined requirements set forth in Section 6.1(a)(iv2.02(b); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The Subject to waiver as set forth in Section 7.F. below, the respective obligations of Buyer each party hereto to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 transactions contemplated by this Agreement are subject to the satisfaction (as determined fulfillment at Buyer’s reasonable discretion) or prior to the Closing Date of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingconditions: (a) i. All statutory and regulatory requirements necessary for the representations valid consummation by BUYER and warranties SELLER of Seller the transactions contemplated by this Agreement and any Ancillary Documents shall have been fulfilled; all authorizations, consents, approvals and waivers of all Regulatory Entities necessary to be obtained in order to permit consummation of the transactions contemplated by this Agreement, including, without limitation, the consents set forth hereunder are truein Section 2.D., complete shall have been obtained. Parties hereto agree to promptly apply for any license, permit or other consent necessary to consummate the transactions contemplated under this Agreement and not misleading the Ancillary Documents. ii. No injunction, restraining order or other ruling or order issued by any court of competent jurisdiction or governmental authority or regulatory body or other legal restraint or prohibition shall be in any material aspects when made, throughout the Interim Periodeffect, and on and as of the Closing Date with the same effect as if such representations and warranties were no proceeding, action, suit or claim brought or made on and as of the Closing Dateby any governmental authority or regulatory body shall be pending or threatened that seeks any injunction, restraining order or other order or other relief, and Seller has signed and issued a Closing Memorandum to Buyer certifying no statute, rule, regulation or executive order shall have been enacted, promulgated or proposed, in each case, that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for would prohibit the consummation of the transactions contemplated hereunderby this Agreement; it being understood that the parties hereto shall use their best efforts to have any such injunction, including without limitationruling, consents from order, restraint or prohibition (each, a ?Restraint) lifted and to oppose any action to impose a Restraint, and to reasonably extend the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses date set forth on Schedule 7.1(c);in Section 7.A.ii. hereof so long as such efforts are continuing in good faith. (d) The Target Company iii. All approvals, consents, authorizations and Seller waivers which SELLER is required to obtain to continue obligations or rights under the lease agreement of its office premises or Contracts after the Closing Date shall have received been obtained. iv. SELLER and delivered to Buyer BUYER each shall have complied with and performed in all regulatory approvals material respects all of its obligations and filing certificates legally required for the consummation duties hereunder as of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest Closing Date and the approval or registration shall not have breached in any material respect any of the Amended AOA; (2) the New Business License issued by competent level terms and conditions of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, Agreement or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedAncillary Documents.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing closing of the Equity Transfer Second Lien Exchange and pay the Purchase Price to Seller pursuant to Section 3.3 are Bank Amendments shall be subject to customary conditions which shall include the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date following: · Definitive Documentation that complies with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration Section 4 of the Amended AOA; (2) Agreement and shall include an Intercreditor Agreement between the collateral agent for the lenders under the Existing Credit Agreement and the collateral agent for the holders of the New Business License issued by competent level of SAIC Second Lien Notes, which Definitive Documentation and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved Intercreditor Agreement shall be in form and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer the Requisite Consenting Term B-2 Lenders and the Requisite Consenting Noteholders; · The Bank Amendments shall be in form and substance reasonably satisfactory to the Requisite Consenting Noteholders; · Delivery of customary opinions, as reasonably determined by the parties; · Payment of the reasonable and documented fees and expenses incurred by the professionals for the Revolving Loan Agent, the Consenting Term B-2 Lenders, and the Consenting Noteholders; and · Receipt of requisite consents to the Bank Amendments from the lenders under the Existing Credit Agreement (the “Requisite Consents”). Unsecured Exchange Transaction Overview Unsecured Exchange Transaction for New Senior Unsecured Notes and Cash Tender Offer: If Monitronics has not received the Requisite Consents by the Toggle Trigger Time, then Ascent and Monitronics shall offer to exchange, up to $100 million in cash and/or up to $585 million of New Senior Unsecured Notes (as defined below), together with the Additional Consideration (as defined below) on the following basis: · Cash Tender/Modified Dutch Auction: Tendered Notes shall be accepted for purchase by Ascent (such Notes, the “Acquired Notes”) pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total a modified “Dutch Auction” tender offer within a price range of $750 per $1,000 principal amount of Notes to $875 per $1,000 principal amount of Notes. Notes will be accepted from the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability lowest price bid to the Target Company or Buyer; (m) The Target Company highest within the range until the tender is filled and the maximum participation level has implemented been reached. Except as provided below with respect to Acquired Notes that may be exchanged by Ascent for New Senior Unsecured Notes, the Compliance Measures Acquired Notes shall be exchanged by Ascent for new unsecured notes of Monitronics, which shall be expressly subordinated in a manner right of payment to the New Senior Unsecured Notes and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment the guarantees of the total amount of Purchase Price; New Senior Unsecured Notes, pay cash interest at 9.125% (o) The Target Company’s working capital has been adjusted no PIK feature), and maintained at will mature no earlier than the normal level as defined New Senior Unsecured Notes. Any Notes tendered into the modified Dutch Auction in Section 6.1(a)(iv); (p) All obligations and covenants in respect excess of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to maximum participation level, but not accepted, will be deemed tendered into the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedexchange offer described below.

Conditions Precedent to Closing. 4.1 The obligations of Buyer Parties’ respective obligation to complete and consummate the Closing transfer of the Equity Transfer Seller’s Shares under this Agreement is conditional upon all of the following: 4.1.1 In accordance with article 9 in the Company’s articles of association, the Company and pay the Purchase Price Company’s shareholders, excluding the Seller, shall have waived or not used their pre-emptive right within the stipulated time period to purchase the Seller’s Shares in accordance with the aforementioned article. Immediately after the Parties have signed this Agreement, the Seller pursuant shall notify the Company and, if not done by the Company following notification to Section 3.3 it, each shareholder of the Company, of the proposed transfer of the Seller’s Shares according to this Agreement, and to that effect use the format set out in Appendix I to this Agreement. It is a condition by all Parties that all of the Seller’s Shares are subject sold and transferred from the Seller to the satisfaction (as determined at Buyer’s reasonable discretion) of each Buyer in accordance with this Agreement, and not a part of the following conditions precedent Seller’s Shares. 4.1.2 The Buyer shall have delivered in a form acceptable to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout documentary evidence that the Interim Period, and on and as relevant corporate body of the Closing Date with Buyer has approved this Agreement and authorized the same effect as if such representations and warranties were made on and as signatory to execute this Agreement. 4.1.3 All (i) requirements of the Closing Dateany Icelandic governmental authorities, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true(ii) authorizations, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company consents approvals or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are notices required to be performed given to or complied with by Seller received from any person pursuant to a material contract, and (iii) filings, registrations or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as any Icelandic governmental authority required for under law, necessary to permit the consummation of the transactions contemplated hereunderby this Agreement (“Consents and Notices”) shall have been received or given, as the case may be, in form and substance satisfactory to each of the Parties, acting reasonably, other than Consents and Notices which are routinely delivered post-Closing. 4.1.4 No action, cause of action, suit or proceeding (including without limitationappeals or applications for review, consents before or by any government authority, arbitrator or arbitration board or any investigation or inquiry by any government authority) relating to the sale and purchase of any of the Seller’s Shares or any of the other transactions contemplated by this Agreement (“Proceeding”) will have been instituted or are pending for an injunction to restrain, and no declaratory judgment in respect of damages on account of or relating to the sale and purchase of any of the Seller’s Shares or any of the other transactions contemplated by this Agreement will have been entered, and, to the best of the Parties’ knowledge, no such Proceeding will have been threatened or announced. 4.1.5 The Parties shall have performed and complied with all material covenants and agreements required by this Agreement to be performed by the Parties prior to or at Closing. 4.2 The obligation of the Buyer to complete the purchase of the Seller’s Shares and the other transactions to be performed as at the Closing pursuant to this Agreement is conditional upon the following: a. The representations and warranties of the Seller made in Clause 7 shall be true and correct in all respects as at the Closing. b. The Seller shall have performed and complied with all the obligations, covenants and agreements to be performed pursuant to this Agreement as of the Closing. c. The Company shall have performed and complied with all the obligations, covenants and agreements to be performed pursuant to this Agreement as of the Closing. d. The existing issues under the Company’s credit facilities will have been resolved in form and substance satisfactory to the Buyer acting reasonably. The Buyer is aware that such resolution may include a reasonable increase in the interest rate margin on the credit facilities and the pledge of certain of the Company’s assets as collateral for the credit facilities, provided that such resolution does not have a material effect on the valuation of the Company’s shares. e. The Buyer shall have received from the banksSeller or the Company, guaranteesthe Company’s financial statements and auditors’ reports which meet the requirements of Part 8 of National Instrument 51-102 – Continous Disclosure Obligations promulgated by the Canadian Securities Administrators, mortgagees in form and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(csubstance satisfactory to the Buyer, acting reasonably. f. Magma Energy Corp. (”Magma”); (d) The Target Company and Seller , the Buyer’s parent corporation, will have received the requisite approval of the Toronto Stock Exchange with respect to the transactions contemplated by or in connection with this Agreement. g. The Escrow Agent (as defined below) shall have executed the Escrow Agreement (as defined below). 4.3 The obligation of the Seller to complete the sale of the Seller’s Shares and delivered the other transactions to be performed as at the Closing pursuant to this Agreement is conditional upon the following: a. The representations and warranties of the Buyer made in Clause 8 shall be true and correct in all regulatory approvals respects as at the Closing. b. The Buyer shall have performed and filing certificates legally required complied with all the obligations, covenants and agreements to be performed pursuant to this Agreement as of the Closing. c. The Company shall have performed and complied with all the obligations, covenants and agreements to be performed pursuant to this Agreement as of the Closing. d. The Escrow Agent (as defined below) shall have executed the Escrow Agreement (as defined below). e. The respective municipal council/executive board for Reykjavíkurborg, Akraneskaupstaður and Borgarbyggð shall have approved the consummation of the Equity Transfer, including (1) the Registration Voucher issued transactions contemplated by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer Seller’s obligation to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 transactions contemplated by this Agreement are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent being met: The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and shall be deemed to have been made again as of the time of Closing, and shall as of the Closing (“CPs”)be true and correct in all material respects. Buyer shall have performed and complied with all its obligations hereunder. All organizational actions of Buyer necessary to authorize the execution, unless delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by Buyer. No litigation, administrative proceeding, suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise expressly waived prohibit the consummation of the transactions contemplated by this Agreement. Buyer shall have received all consents, actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby, in writing: (a) All form and substance reasonably satisfactory to Seller. Buyer shall have furnished Seller a certificate of an officer of Buyer certifying that: the representations and warranties of Seller set forth hereunder Buyer contained in this Agreement are true, complete true and not misleading correct in any all material aspects when made, throughout the Interim Period, and respects on and as of the Closing Date with the same force and effect as if though made at and as of such time; and Buyer has performed in all material respects all of its agreements and covenants required by this Agreement to be performed by it prior to Closing. Buyer shall have delivered, or caused to be delivered, to Seller at Closing, all closing deliveries described in Section 4.02. Buyer’s obligation to consummate the transactions contemplated by this Agreement are subject to each of the following conditions being met: All necessary filings for the sale of the Assets shall have been made, and all necessary consents and approvals required under existing contracts or agreements and any applicable laws, rules or regulations shall have been received. The representations and warranties were of Seller contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and shall be deemed to have been made again as of the time of Closing, and shall as of the Closing be true and correct in all material respects. Seller shall have performed and complied with all its obligations hereunder. No litigation, administrative proceeding, suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement. Seller shall have received all consents, actions, proceedings, instruments and documents required to carry out the transactions contemplated hereby, in form and substance reasonably satisfactory to Buyer. Seller shall have furnished Buyer a certificate of an officer of Seller certifying that: the representations and warranties of Seller contained in this Agreement are true and correct in all material respects on and as of the Closing Date, Date with the same force and effect as though made at and as of such time; and Seller has signed and issued a Closing Memorandum to Buyer certifying that performed in all such representations and warranties material respects all of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations its agreements and covenants contained in the Transaction Documents that are required by this Agreement to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed it prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedClosing.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, unless expressly waived by Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 9.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the date hereof, complete and Seller shall not misleading have on or prior to closing, failed to meet, comply with or perform in any material aspects when made, throughout respect any conditions or agreements on Seller's part as required by the Interim Periodterms of this Agreement. 9.2. There shall be no change in the matters reflected in the Title Report, and on and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing. 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, all management and brokerage agreements affecting the Closing Date with Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have operated and maintained the Property from and after the date hereof in substantially the same effect manner as if prior thereto. 9.5. If any such representations condition is not fully satisfied by closing, Buyer shall so notify Seller and warranties were made on may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the full Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and as of Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and Seller has signed and issued a Closing Memorandum the full Deposit shall be returned to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in neither party shall have any material aspects as further liability hereunder. 9.7. Because Buyer's acquisition of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required Property is intended to be performed or complied with by Seller or any part of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign tax-deferred exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed1031 of the Code, Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement. 9.8. It shall be a condition precedent to Buyer's obligation to close that Buyer shall not have caused terminated this Agreement because of the Target Company or other relevant Affiliates and Related Parties inability of Buyer to executesecure Acceptable Financing (hereafter defined) within the Financing Contingency Period (hereafter defined). Buyer shall diligently endeavor to secure Acceptable Financing (hereafter defined) during the period which ends December 19, 2005 (the "Financing Contingency Period"). For purposes of this Section, "Acceptable Financing" shall mean a loan in an amount no less than 70% loan to value, with an interest rate of no more than 7%, amortized over no less than 20 years, with no more than a 1% origination fee. If Buyer is unable to secure a commitment for Acceptable Financing within the Financing Contingency Period, Buyer may, within the Financing Contingency Period, terminate this Agreement, in which case the Escrow Agreementfull Deposit shall be refunded to Buyer. In the event Buyer terminates the Agreement during the extended Financing Contingency Period, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form all of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to Deposit shall be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory refunded to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing Commitments of the Equity Transfer Lenders shall not become effective unless and pay until the Purchase Price to Seller pursuant to Section 3.3 are subject to Administrative Agent shall have received the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingfollowing: (a) All Promissory notes, if requested by any Lender pursuant to Section 2.06. (b) 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. (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) the accuracy of the representations and warranties contained herein and (ii) that no event has occurred and is continuing which constitutes an Event of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as Default or which would constitute an Event of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required Default but for the consummation of the transactions contemplated hereunderrequirement that notice be given or time elapse, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;both. (e) The Parties have executed, Certified copies of all required governmental approvals and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;authorizations. (f) The Parties have agreed on the substance and form Certified copy of the OEM restated charter and Licensing Agreement, bylaws of the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement;Company. (g) Prior Evidence satisfactory to the Closing DateAdministrative Agent that (i) the conditions precedent set forth in Section 3.01 of the 364-Day $200,000,000 Credit Agreement, there has dated as of the date hereof, among the Company, the lenders named therein and JPMorganChase, 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 Commitments (as defined therein) under the Existing CP&L Facility shall have been reduced to no Material Adverse Change more than $165,000,000. Each Bank that is also a lender under the Existing Facility described in item (ii) of the Schedule I hereof (hereinafter referred to in this subsection (g) as the "Existing JPMC Facility") hereby agrees that the termination notice delivered on April 1, 2003 by the Company to the Target Company, or agent under the Assets or operation Existing JPMC Facility shall be effective as of the Target Companydate hereof, including but not limited to notwithstanding any lack of prior notice that would otherwise be required under the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;Existing JPMC Facility. (h) 25% equity interest Favorable opinions of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge counsel for the benefit Company, substantially in the forms of Buyer according Exhibit C-1 and Exhibit C-2 hereto and as to such other matters as any Lender through the Parties’ agreement;Administrative Agent may reasonably request. (i) The key assets A favorable opinion of Samuk listed in Schedule 6.3 have been transferred to King & Spalding LLP, counsel for the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6Administrative Agent, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings substantially in the Undertaking Letter) have been fully performed and satisfiedform of Exhibit D hereto.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 9.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the date hereof and Closing, complete and Seller shall not misleading have on or prior to closing, failed to meet, comply with or perform in any material aspects when made, throughout respect any conditions or agreements on Seller’s part as required by the Interim Periodterms of this Agreement. 9.2. There shall be no change in the matters reflected in the Title Information Documents , and on and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Information Documents except for the Permitted Exceptions or matters to be satisfied at Closing. 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Closing, effective as of Closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto. 9.5. If any such condition is not fully satisfied by Closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items, the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer’s notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date with date, this Agreement shall be canceled and the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum Deposit shall be returned to Buyer certifying that all and neither party shall have any further liability hereunder. 9.7. Seller agrees to cooperate and execute such representations and warranties of Seller are all true, documents or instruments as may be necessary or appropriate to allow Buyer to complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign tax-deferred exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed1031 of the IRS Code and Seller’s cooperation in such regard, shall be at no additional cost, expense, or liability whatsoever to Seller, and have caused that no additional delays in the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the scheduled Close of Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant are incurred unless mutually agreed upon by all parties to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. 10.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 10.1.1 All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the Effective Date. Further, complete and no Material Adverse Change shall have occurred prior to Closing with regard to the Seller’s representations. Seller shall not misleading have on or prior to Closing, failed to meet, comply with or perform in any material aspects when maderespect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, throughout there shall not exist any material adverse encumbrance or title defect affecting the Interim PeriodProperty except for the Permitted Exceptions or matters to be satisfied at Closing, and on Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple and as leasehold title vested in Buyer, with coverage in the full amount of the Purchase Price and showing only those exceptions to title which are approved or deemed approved by Buyer as specifically set forth herein, it being acknowledged that due to the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading or result in any material aspects as of the Closing Date;additional cost to Seller. (b) 10.1.3 Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller shall have received obtained and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the Equity Transfer, including (1) the Registration Voucher issued square feet which are leased and occupied by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration tenants as of the Amended AOA; Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Comerica, City of San Diego, TNS Market Development, Embassy CES, Akonix Systems and L▇▇▇▇▇▇▇ F▇▇▇▇ (2) collectively, the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting “Estoppel Delivery [FINAL EXECUTION COPY] 24 Condition”). Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer as a 75% shareholder of the Target Company; shall notify Seller within three (3) other registration records issued business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by SAIC evidencing the Amended AOA has been approved and effectivedate which is three (3) business days prior to Closing.. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and (4) the SAFE Approval issued by competent level of SAFE with regard Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the receipt and settlement Closing, then, at Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executedthe Deposit, and neither party shall have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered further obligation to the other Party executed originals except Buyer’s indemnification obligations under Paragraph 5. If Buyer has not received the required amount of such documents; (f) The Parties have agreed on estoppels to satisfy the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to Estoppel Delivery Condition by the Parties pursuant date which is three (3) business days prior to this Agreement; (g) Prior Closing, then Seller or Buyer shall be permitted to extend the Closing DateDate until five (5) days after the receipt of all such estoppels, there has been to permit Seller to secure such estoppels to meet the Estoppel Delivery Condition, but in no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; event shall Seller extend Closing by more than thirty (h30) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfieddays.

Conditions Precedent to Closing. The obligations following conditions shall exist at the time of Buyer Closing hereunder, and the obligation of Purchaser to consummate the Closing of the Equity Transfer close hereunder shall be expressly conditioned upon and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretionor written waiver by Purchaser) of each of such condition: A. Seller shall have delivered to Purchaser an estoppel certificate (a “Tenant Estoppel”) from those tenants listed on Exhibit K attached hereto (the following conditions precedent to Closing (“CPsRequired Tenant Estoppels”), unless otherwise expressly waived and Seller will use commercially reasonable efforts to obtain Tenant Estoppels from all other tenants at the Property, substantially in the form of the tenant estoppel certificate attached hereto as Exhibit G, or is such form as is required by Buyer a Lease, dated after the Effective Date. Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the foregoing Tenant Estoppels. B. Seller shall have used commercially reasonable efforts to deliver estoppel certificates dated after the effective date for any reciprocal easements agreement identified by Purchaser during the Title Review Period in writing:the form and to the extent required under such agreements (the “REA Estoppels”). Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the REA Estoppels. C. The Title Company will be in a position to issue a policy of title insurance to Purchaser in the full amount of the Purchase Price showing title vested in the Purchaser, subject only to the Permitted Exceptions. D. SNDAs for all recorded Leases and all Leases required by Purchaser’s lender, in form and substance reasonably acceptable to Purchaser’s lender. If any one or more of the conditions set forth above are not satisfied as of the date specified for Closing hereunder, then Purchaser shall, at its option, either (a) All waive such condition in writing and make full Closing under this Agreement without any adjustment in the representations and warranties of Seller set forth hereunder are truePurchase Price, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) further extend Closing for up to thirty (30) days to allow Seller hasadditional time to satisfy the conditions, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, terminate this Agreement, whereupon the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related Deposit will be paid to the Equity Transfer as required Purchaser and Seller and Purchaser shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form waive some or all of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, foregoing conditions as determined in Buyer’s reasonable discretion after an auditits sole and absolute discretion; provided, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) however, that no such waiver shall be effective or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted binding on Purchaser unless it is in writing and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedexecuted by Purchaser.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 purchaser hereunder are subject to the satisfaction following conditions prior to or on the Closing Date (as determined any one of which may be waived in whole or in part by purchaser at Buyer’s reasonable discretionor prior to the Closing) of each and in the event any of the following conditions precedent to Closing (“CPs”)are not complied with, unless otherwise expressly waived purchaser may terminate this Contract of Sale by Buyer in writingnotifying seller and thereafter this Contract of Sale shall be null and void: (a) Seller shall have performed all of its obligations, covenants and agreements under this Contract of Sale; (b) All the of seller's representations and warranties of Seller set forth hereunder are true, complete made in this Contract shall be true and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects correct as of the Closing Date; (bc) Seller hasAll Leases shall be in full force and effect, the tenants thereunder shall be current in their payment of all rents, additional rents and other charges due thereunder ( it being understood an agreed that seller shall be prohibited from applying any security deposit(s) currently held under the Leases for the purpose of satisfying this condition precedent), and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained tenants shall not otherwise be in the Transaction Documents that are required to be performed or complied with by Seller or default under any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents terms and has issued all the notices to relevant third parties as required for the consummation conditions of the transactions contemplated hereunder, including without limitation, consents from Leases (other than the banks, guarantees, mortgagees obligation of Kollmorgen [or its successor]to occupy the space it is currently leasing at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(cSprint's failure to obtain necessary sign offs and approvals for open permits with respect to their equipment);; and (d) The Target Company Seller shall obtain and Seller have received and delivered deliver to Buyer all regulatory approvals and filing certificates legally required for purchaser prior to the consummation expiration of the Equity TransferFeasibility Period a tenant estoppel certificate from all tenants at the Premises in the forms annexed hereto as Schedules D-1 and D-2 (it being understood and agreed that any changes or modifications to such tenant estoppel form must be approved, including (1) the Registration Voucher issued in writing, by competent level of MOFCOM indicating Buyer’s legal title purchaser prior to the Equity Interest and the approval or registration expiration of the Amended AOA; (2) Feasibility Period). Seller shall deliver the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder form tenant estoppel certificate to each of the Target Company; (3) other registration records issued by SAIC evidencing tenants immediately after the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Effective Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The Section 15.01. (a) Purchaser’s obligations of Buyer to consummate close title under this Agreement on the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are Date shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent on or prior to the Closing (“CPs”), unless otherwise expressly waived by Buyer in writingDate: (ai) All the all of Seller’s representations and warranties made in this Agreement shall be true and correct in all material respects as of Seller set forth hereunder are truethe Effective Date of this Agreement and, complete and not misleading in any material aspects when madewith respect to the Closing Date Representations, throughout the Interim Period, and on and as of the Closing Date with (except if and to the same effect as if extent such representations and warranties were made on and speak as of an earlier date, then they shall be true in all material respects as of such earlier date); provided, however, that Purchaser shall be obligated to consummate the Closing Datewithout any adjustment in the Purchase Price if the aggregate amount of Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement is equal to or less than Thirty Thousand and 00/100 Dollars ($30,000.00) (the “Basket Amount”). If the aggregate amount Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement exceeds the Basket Amount, Purchaser shall be entitled to recover such Losses in excess of the Basket Amount from Seller at Closing by means of an adjustment or credit to the Purchase Price, or after Closing, as applicable, in accordance with any Purchaser’s Loss Notice delivered in accordance with Section 10.03 hereof; provided, however, that in no event shall Seller’s liability hereunder, and Seller has signed Purchaser’s credit on account thereof, exceed Sixty Thousand and issued a Closing Memorandum 00/100 Dollars ($120,000.00) (the “Maximum Credit Amount”). If the aggregate amount of any credits which Purchaser would otherwise be entitled to Buyer certifying that all such representations receive pursuant to this Section 15.01(a) exceeds the Maximum Credit Amount, then Purchaser shall have the right to terminate this Agreement and warranties of Seller are all true, complete and not misleading in any material aspects as receive the return of the Downpayment (in which event neither party shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement); provided, however, that Purchaser shall not be permitted to terminate this Agreement if Seller elects (it being acknowledged that Seller shall have the right but not the obligation to make such election) to grant a credit to Purchaser at Closing Date;in the aggregate amount by which the Losses exceeds the Basket Amount. In the event that there is a dispute as to whether Purchaser has incurred any Loss or Losses as a result of any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement, then, unless the aggregate amount thereof exceeds the Maximum Credit Amount, the Closing shall occur without adjustment regarding same; provided, however, that a portion of the Purchase Price equal to the disputed amount (up to the Maximum Credit Amount) shall be held in escrow by the Escrow Agent pending resolution of the dispute. (bii) Seller hasshall have performed, and has caused ▇▇. ▇▇in all material respects, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required agreements undertaken by it herein to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. (a) The obligations of Buyer following shall be conditions precedent to Purchaser’s obligation to consummate the Closing purchase and sale transaction contemplated herein (the “Purchaser’s Conditions Precedent”): (i) Purchaser shall not have terminated this Agreement in accordance with Section 4, Section 5, Section 16(a), Section 16(b), Section 17 or any other applicable section of this Agreement within the time periods described in said sections. (ii) Title Company shall be irrevocably committed to issue, at the Closing, the Approved Title Policy, subject to Purchaser’s payment of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject title premiums for which Purchaser is responsible hereunder. (iii) Purchaser shall have received, no less than three (3) business days prior to the satisfaction Closing, executed estoppel certificates in the form of the Approved Estoppels (as determined defined below) (with no changes other than de minimis changes reasonably approved by Purchaser) and not disclosing the existence of any default under the Leases referenced therein, from tenants occupying at Buyer’s reasonable discretionleast eighty percent (80%) of the leasable space in the Improvements which is leased as of the date of this Agreement and specifically including all of the Major Tenants. Each executed estoppel certificate delivered to Purchaser shall be deemed to be satisfactory to Purchaser unless Purchaser provides Seller with written notice within three (3) business days of Purchaser’s receipt of such estoppel certificate of its disapproval of such estoppel certificate and the basis of such disapproval. A “Major Tenant” means each of the following conditions precedent tenants at the Property: ▇▇▇▇▇▇▇, Point Group, Stratford Land Management, Caiman Energy and ▇▇▇▇▇▇, Hall and ▇▇▇▇▇▇. Seller’s failure to Closing (“CPs”)obtain said estoppel certificates shall not be a default by Seller under this Agreement. Seller has prepared, unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Periodor caused to be prepared, and Purchaser has reviewed and approved the forms of estoppel certificates from the tenants, which were based on and the form of estoppel certificate attached hereto as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, Exhibit D and Seller has signed and issued a Closing Memorandum remitted, or caused to Buyer certifying that be remitted, the estoppel certificates, as approved by Purchaser, to all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as the tenants of the Closing Date; (b) Property for signature. Such estoppel certificates prepared by Seller hasand approved by Purchaser as provided above are referred to, and has caused ▇▇collectively, as “Approved Estoppels”. ▇▇Notwithstanding the foregoing, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by event the condition described in this Section 9(a)(iii) shall not have been satisfied, either Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued Purchaser may elect by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered notice to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to extend the Closing Date, there has been no Material Adverse Change for a period not to the Target Company, or the Assets or operation of the Target Company, including but not limited exceed thirty (30) days in order to the financial satisfy such condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The (a) Buyer’s obligations of Buyer to consummate the Closing under this Agreement are expressly conditioned upon completion or satisfaction of the Equity Transfer following conditions: (i) The Title Company shall, at Closing, be ready, willing and pay able to issue to Buyer an ALTA extended coverage (Form 1970-10/17/70)) owner’s policy of title insurance for the Property in an amount equal to the Purchase Price insuring fee simple title to the Property in Buyer, subject only to the Permitted Exceptions (and, if Buyer did not deliver an Updated Survey to Seller pursuant to Section 3.3 are subject and the Title Company at least three (3) days prior to the satisfaction (as determined at Buyer’s reasonable discretion) of each expiration of the following conditions precedent Due Diligence Period, an exception for such matters as would be shown on an accurate survey of the Property) and containing such endorsements as the Title Company shall have committed to Closing issue as of the end of the Due Diligence Period (said commitment to be evidenced by a pro forma policy containing such endorsements provided to Seller) (the “CPsPolicy”), unless otherwise expressly waived by Buyer in writing:; (aii) All Seller shall have deposited with the Escrow Agent all documents required of Seller to be delivered into Escrow hereunder; (iii) The representations and warranties of Seller set forth hereunder are true, complete contained in subsection 8(a) of this Agreement shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects respects as of the Closing Date; (biv) Seller hasshall have performed, in all material respects, all covenants, agreements and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants undertakings of Seller contained in this Agreement; (v) Originals of all Required Estoppel Certificates shall have been delivered to Buyer; and (vi) No material adverse change shall occur with respect to the Transaction Documents that are required to be performed or complied with by Seller Property or any Major Tenant from the expiration of the aforementioned parties on or before Due Diligence Period through the Closing Date;. (b) Seller’s obligations to perform hereunder are expressly contingent and conditional upon the satisfaction of the following conditions: (i) Buyer shall have deposited or have caused to be deposited with the Escrow Agent all documents and funds required of Buyer to be deposited into Escrow hereunder; and (ii) The representations and warranties of Buyer contained in subsection 8(b) of this Agreement shall be true and correct in all material respects as of the Closing Date. (c) The Target Company has received all parties acknowledge that the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses conditions precedent set forth on Schedule 7.1(c); in subsection (da) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which above are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to and that the Parties’ agreement; conditions precedent set forth in subsection (ib) The key assets above are for the benefit of Samuk listed in Schedule 6.3 have been transferred to Seller. Unless otherwise specifically set forth herein, the Target Company or date by which the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from conditions precedent must be satisfied shall be the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount Closing Date. If any of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; conditions precedent set forth in subsection (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(sa) or other financing partners to support its payment of subsection (b) above are not satisfied on or before the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that date by which they are required to be performed prior satisfied, the party for whose benefit the condition precedent exists shall have the right to terminate this Agreement by written notice of termination given to the other party within ten (10) days after the date by which the condition must be satisfied. If such notice of termination is given, all documents and funds, except the Independent Consideration, previously deposited into escrow shall be returned to the party so depositing same, except if the events described in subsections 9(b)(i) and 9(b)(ii) are not satisfied, the Deposit shall be transferred to Seller and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. Notwithstanding the foregoing, a party for whose benefit the condition precedent exists shall have the right to waive satisfaction thereof, in which event this Agreement shall proceed to Closing (including without limitatiosnas otherwise provided herein. Unless notice of failure to satisfy conditions precedent is given as above provided, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and all conditions precedent shall be deemed satisfied.

Conditions Precedent to Closing. The obligations of Buyer Purchaser’s obligation to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are transaction contemplated by this Agreement shall be subject to and conditioned upon the satisfaction (as determined at Buyer’s reasonable discretion) fulfillment of each and all of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) A. All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the documents and instruments required to be delivered by the Seller to the Purchaser or Title Company, as the case may be, at the Closing Date with pursuant to the same effect as if such representations terms and warranties were made on and as conditions hereof shall have been delivered; B. Each of the Closing Daterepresentations, warranties and covenants of the Seller has signed and issued a Closing Memorandum to Buyer certifying that contained herein shall be true in all such representations and warranties of Seller are all true, complete and not misleading in any material aspects respects as of the Closing Date; (b) C. The Seller hasshall have complied with, fulfilled and has caused ▇▇. ▇▇performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained Seller hereunder; D. There shall have been no material adverse change in the Transaction Documents physical or operational condition of the Property or any condition on the Property that are required could lead to or result in alleged violations or claim(s) of violation of any Environmental Laws. E. No later than ten (10) calendar days prior to the Closing Date Seller shall cause to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party Purchaser for its review and approval fully executed originals tenant estoppel certificates, dated not earlier than thirty (30) days prior to the Closing Date for not less than ninety-five percent (95%) of such documents; (f) the leased square feet of the Property The Parties have agreed on the substance and form of the OEM estoppel certificates shall be provided by the Purchaser. If there are material Conditions Covenants and Licensing AgreementRestrictions (“CC&Rs”) applicable to the property, Seller shall deliver to Buyer (as a condition to closing) an estoppel from the Technology License Agreementassociation that there is no default under the CC&Rs. As a condition of closing Seller will obtain Subordination Nondisturbance and Attornment Agreements (“SNDA”), in a form provided by the Maximal Product Supply AgreementPurchaser, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreementfor all tenants whose leased space is equal or greater than 5,000 square feet, and any other Transaction Documents related Seller will use reasonable efforts to obtain executed SNDA for all tenants. F. The Title Company shall be ready, willing and able to issue to the Equity Transfer Purchaser the form marked-up title commitment obligating the Title Company to issue the Owner’s Policy to the Purchaser in accordance with the terms of which are required to be agreed to by the Parties pursuant to this Agreement;Agreement and Paragraph 15.C.3. (g) Prior to G. On the Closing Date, there has been no Material Adverse Change to the Target CompanySeller shall assign, or the Assets or operation and Purchaser shall assume, all of the Target CompanySeller’s right, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations title and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authoritiesin, and all shareholders of such 25% shareholder have entered into Seller’s obligations and liabilities under, the first mortgage lien with a Share Charge Deed principal a balance of approximately $5,761,384 (“Existing Loan”) in the form of a loan assumption or transfer (“Loan Assignment”) pursuant to the Assumption Agreement (defined below). The parties agree that the Loan Assignment is subject to lender’s approval. In the event the Loan Assignment is not approved by the lender, Purchaser shall receive a full refund of the ▇▇▇▇▇▇▇ Money. Within three (3) calendar days after the end of the Inspection Period, Seller shall contact lender regarding the conveyance of the Property and the assumption by Purchaser of the Existing Loan. Purchaser shall reasonably cooperate with Buyer Seller and have set uplender in expediting the Loan Assignment approval process. Purchaser shall promptly furnish all information and pay all amounts reasonably requested by lender in connection therewith and shall cooperate with Seller in Seller’s direct communication with lender. Purchaser shall pay any processing fees and expenses and any assumption fee imposed by lender when due. In connection with the Loan Assignment, effectuated the parties will endeavor in good faith to fully negotiate an assumption agreement in form and registered substance satisfactory to Purchaser and lender (if so requiredthe “Assumption Agreement”) including: (1) The consent and agreement of lender to: (A) the Share Charge for conveyance of the benefit Property by Seller to Purchaser, (B) an assumption by Purchaser of Buyer according all obligations and liabilities of Seller under or with respect to the Parties’ agreement; Existing Loan that relate to events that occur on or after the Closing Date, (iC) The key assets a release of Samuk listed in Schedule 6.3 have been transferred Seller from all obligations and liabilities with respect to the Target Company Existing Loan that relate to events that occur on or after the Sub pursuant Closing Date, (D) Seller’s assignment to Section 6.3; (j) Shenzhen Maximal Purchaser, and Shanghai Maximal have been carved out from the Target Company Purchaser’s acceptance and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount assumption, of the Related Escrowed Sums, and Third Party Guarantees (E) the deletion of any “other indebtedness”, “cross-default”, “cross-collateralization” or other provision that is unacceptable to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures Purchaser in a manner and to an extent satisfactory to Buyer, as determined in BuyerPurchaser’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14discretion; and (r2) Any other undertakings An estoppel from lender stating (A) that the Existing Loan Documents constitute all of Seller the documents that evidence, secure or ▇▇. ▇▇ made in relation relate to the Equity Transfer Existing Loan, (B) that lender is the owner and holder of the existing loan documents, (C) that there is no uncured breach or default by Seller nor any event or circumstance that may result in a default under the existing loan documents, (D) the unpaid principal balance on the Existing Loan as of the Closing Date (which is approximately $5,761,384) and the date through which all payments due under the existing loan documents have been paid, (E) the amount of all escrowed sums as of the Closing Date, (F) that there are required to be performed prior no overdue installments of interest or principal under the existing loan documents, and (G) that the existing loan documents are in full force and effect. H. If any condition precedent is not met Purchaser may (i) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (including without limitatiosnii) notify Seller of Purchaser’s election to terminate this Agreement and receive a return of the Deposit whereupon both parties shall be released from all duties and obligations under this Agreement, those pre-Closing undertakings except as otherwise specifically provided in this Agreement. Notwithstanding the Undertaking Letter) foregoing, if any such failure constitutes a default by the Seller, Purchaser shall have been fully performed and satisfiedthe right to exercise any of its remedies set forth in this Agreement.

Conditions Precedent to Closing. The obligations of Buyer Purchaser's obligation to consummate the Closing is subject to satisfaction of all of the Equity Transfer conditions set forth in this Section 9 of this Agreement. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. If Purchaser consummates the Closing notwithstanding that Sellers have not complied with one or more of the conditions precedent, Purchaser shall be deemed to have elected to waive its rights and pay remedies against Sellers in respect to such matters. Each of the Purchase Price following are conditions precedent (the "Conditions Precedent") to Seller the obligation of Purchaser to complete the Closing and purchase the Partnership Interests. If any Condition Precedent is not satisfied on the Closing Date, Purchaser shall have the right to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money, and shall have all remedies pursuant to Section 3.3 10 hereof. 9.1 Sellers shall not have received any notice that the Improvements are subject in violation of any applicable local, state or federal laws in any respect that has not been cured prior to the satisfaction (as determined at Buyer’s reasonable discretion) Closing Date. 9.2 Each and every representation and warranty of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations Sellers is materially true and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and correct as of the Effective Date and the Closing Date with the same effect as if such representations and warranties were made on and as Date. 9.3 As of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties Sellers shall not be in material default under this Agreement. 9.4 The risk of Seller are all true, complete and not misleading in any material aspects as of loss until the Closing Date; shall be borne by Sellers. Sellers shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage is not Material (as defined herein), at the Closing Sellers shall deliver to Purchaser an amount, as reasonably determined by Sellers, equal to (x) the proceeds paid to Owner by Owner's insurer, plus (y) the amount of any deductibles, plus (z) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (x) and (y). If such proceeds have not then been paid to Owner, at the Closing, Sellers shall give Purchaser a credit against the Purchase Price in an amount, as reasonably determined by Sellers, equal to (a) the proceeds to be paid to Owner by Owner's insurer, plus (b) Seller hasthe amount of any deductibles, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; plus (c) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (a) and (b). If such damage is Material (as defined herein), Purchaser may elect by notice to Sellers given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to either (a) proceed in the same manner as in the case of damage that is not Material or (b) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser. In the event that Purchaser does not timely notify Seller of its election as set forth in the immediately preceding sentence, Purchaser shall be deemed to have elected the preceding clause (b). Damage as to any one or multiple occurrences shall be defined as "Material" if the cost to repair the damage exceeds $750,000.00. 9.5 The Target Company risk of loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser any notice that it receives of any eminent domain proceedings that are threatened or instituted with respect to the Property from governmental authorities having jurisdiction over the Property and having the power of eminent domain with respect to the Property. By notice to Seller given within ten (10) days after Purchaser receives any such notice described in the immediately preceding sentence, and if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election, Purchaser shall (a) in the event and only in the event that the eminent domain proceedings described in the applicable notice would result in a Material Condemnation (as defined herein), have the option to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser or (b) proceed under this Agreement, in which event at the Closing, Sellers shall turn over to Purchaser any award it has received all with respect to such taking and shall assign to Purchaser its right to any award. The term "Material Condemnation" shall mean the third party consents and has issued all the notices to relevant third parties as required for the consummation occurrence of any one of the transactions contemplated hereunderfollowing: (a) a condemnation or taking of all or substantially all of the Property by any governmental authority having jurisdiction over the Property, including (b) any or all of the material improvements at the Property are, or any portion of any material improvement at the Property is (and such portion is material to the current use and occupancy of the Property as an apartment project), condemned or taken by any governmental authority having jurisdiction over the Property, (c) any easement, or any portion of any easement (and such easement or portion of such easement is material to the current use and occupancy of the Property as an apartment project), located on or otherwise benefiting the Property is condemned or taken by any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is adversely affected, (d) access to or from the Property is impaired in any manner whatsoever as a result of any condemnation or taking by any governmental authority having jurisdiction over the Property, (e) as a consequence of any condemnation or taking by any governmental authority having jurisdiction over the Property, the property so condemned or taken results in the Property not complying in all respects with all requirements of all governmental authorities having jurisdiction over the Property, including, without limitation, consents from all zoning laws, rules and regulations governing the banksProperty, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on any other condemnation or taking by any governmental authority having jurisdiction over the substance Property as a result of which the current use and form occupancy of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company Property as an apartment project is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedmaterially adversely affected.

Conditions Precedent to Closing. The obligations of Buyer Purchaser's obligation to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are transaction contemplated by this Agreement shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) or waiver of each of the following conditions precedent to Closing (“CPs”)"Conditions Precedent") on or before November 15, unless otherwise expressly waived by Buyer in writing:2000 ("Contingency Date"): (a) All Title/Survey. Seller has previously furnished to Purchaser (i) a current title commitment bearing application No. HEN.OR973633C ("Commitment") for an owner's title policy issued by the representations Title Company showing title in Seller (with copies of all underlying title documents listed in the Commitment other than any financing documents encumbering the Real Property), which Commitment is in a nominal amount, but shall be increased to the Purchase Price at Closing, and warranties of (ii) an as-built survey ("Survey") for the Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by ALTA/ACSM, as revised in 1999) and certified to Seller and the Title Company (and to be certified to Purchaser and Purchaser's lender prior to the Contingency Date). If the Survey discloses survey defects or if the Commitment shows exceptions (collectively, "Unpermitted Encumbrances") other than the matters set forth hereunder are trueon Exhibit H attached --------- hereto and made a part hereof (collectively, complete and not misleading "Permitted Encumbrances"), then Purchaser shall notify Seller, in any material aspects when madewriting, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before November 6, 2000, specifying the Closing Unpermitted Encumbrances. In such event, prior to the Contingency Date; (c) The Target , Purchaser shall have received adequate assurances in writing from Seller that the Unpermitted Encumbrances will be removed, satisfied, or cured on or before Closing, it being acknowledged by the parties hereto that the written commitment by the Title Company has received all to delete the third party consents and has issued all the notices to relevant third parties as required for the consummation requirement set forth in item 1 of Schedule B, Section 1, of the transactions contemplated hereunder, including without limitation, consents Commitment from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered final title insurance policy to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher be issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval Title Company shall constitute removal or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals cure of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge Unpermitted Encumbrance for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedpurposes hereof.

Conditions Precedent to Closing. The obligations obligation of Buyer Administrative Agent and ▇▇▇▇▇▇▇ to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are enter into this Agreement is subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each or waiver by Administrative Agent of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) All Administrative Agent’s receipt of the representations following, each in form and warranties of Seller set forth hereunder are truesubstance satisfactory to Administrative Agent (collectively, complete the “Modification Documents”): (i) this Agreement duly executed by all ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and not misleading Guarantor; (ii) a deposit account control agreement (or amendment to an existing deposit account control agreement) with respect to each Controlled Account in any material aspects when made, throughout the Interim Period, and on and place as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Effective Date, duly executed by the applicable Borrower or Borrowers and Seller has signed the applicable Depository Bank; (iii) a Contribution Agreement, duly executed by each Borrower, in the form attached as Exhibit B hereto; (iv) the Accenture Pledge Agreement, duly executed by each Accenture Pledgor; (v) each Prime Pledge Agreement, duly executed by Prime Pledgor; (vi) an amendment to each assignment of a Pledged Swap, duly executed by ▇▇▇▇▇▇▇▇▇, the applicable counterparty, and issued Administrative Agent; (vii) a Closing Memorandum modification of each Security Instrument with respect to Buyer certifying this Agreement, duly executed by the applicable Borrowers, which modification shall be delivered to a title company for recordation, together with (x) confirmation from such title company that such modification is in proper form to be recorded, with all required original signatures and acknowledgments thereto and (y) a commitment from such representations title company to record such modification at the direction of Administrative Agent on the Effective Date and warranties of Seller are all trueto issue any title policy endorsements requested by Administrative Agent in accordance with Administrative Agent’s instructions; and (viii) a subordination agreement (or amendment to an existing subordination) with respect to each property management agreement, complete leasing services agreement, co-management agreement and not misleading in any material aspects as of the Closing Dateother similar property services agreement designated by Administrative Agent; (b) Seller hasBorrowers shall have used commercially reasonable efforts to obtain and deliver to Administrative Agent an executed subordination, non-disturbance and attornment agreement, in form and substance acceptable to Administrative Agent, from each tenant either occupying greater than 20,000 square feet or whose lease (or memorandum thereof) has caused ▇▇. ▇▇, been recorded or contains an option to purchase the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Dateapplicable Property; (c) The Target Company has received all the third party consents and has issued all the notices Borrowers shall have delivered to relevant third parties as required for the consummation Administrative Agent executed estoppels from tenants of each Property with respect to at least seventy-five percent (75%) of the transactions contemplated hereunderleased area of such Property, including without limitation, consents from in such form as may be required under the banks, guarantees, mortgagees existing leases and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c)otherwise acceptable to the Administrative Agent in its reasonable discretion; (d) The Target Company and Seller Administrative Agent shall have received all filings and delivered recordations that are necessary or desirable to Buyer all regulatory approvals and filing certificates legally required for perfect the consummation security interests of the Equity TransferAdministrative Agent, including (1) the Registration Voucher issued by competent level on behalf of MOFCOM indicating Buyer’s legal title to the Equity Interest itself and the approval or registration of Lenders, in the Amended AOA; (2) the New Business License issued by competent level of SAIC Pledged Equity Interests and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that upon such filings and effective, recordations such security interests constitute valid and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6perfected first priority liens thereon; (e) The Parties Administrative Agent shall have executedreceived the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy and tax), in form and substance reasonably satisfactory to Administrative Agent, made against Borrowers, Guarantor and the Pledgors, in such jurisdictions as Administrative Agent may reasonably request, including the state and county of formation and principal place of business of such Person, the state and county where any applicable Property is located, and have caused in each jurisdiction in which filings or recordations under the Target Company applicable Uniform Commercial Code should be made to evidence or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and perfect security interests in any other Transaction Documents related to the applicable Pledged Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documentsInterests; (f) The Parties Administrative Agent shall have agreed on received updated title searches and searches of Uniform Commercial Code filings in, as applicable, the substance jurisdiction of organization and form principal place of business of each Borrower and each jurisdiction where any Property is located, and copies of the OEM financing statements on file in such jurisdictions and Licensing Agreement, evidence that no Liens exist other than Permitted Encumbrances (as defined in the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this AgreementSecurity Instrument); (g) Prior Borrowers, Guarantor and Pledgors, as applicable, shall have delivered to Administrative Agent the Closing Datefollowing, there has been no Material Adverse Change each in form and substance satisfactory to Administrative Agent: (i) resolutions authorizing this Agreement, the Target CompanyPledge Agreements, or the Assets or operation Security Instrument modifications and all other Modification Documents, and (ii) secretary’s certificates (including incumbency certificates), certifying copies of the Target Companyorganizational documents, including but not limited to the financial conditioncertificates of formation, operating resultscertificates of good standing, business prospects, customer relations, supplier relations and employees applicable certificates of the Target Companyforeign qualification; (h) 25% equity interest Administrative Agent shall have received (x) favorable opinions of counsel to ▇▇▇▇▇▇▇▇▇, Guarantor and the Target Company is owned by a shareholder consented by BuyerPledgors, addressed to Administrative Agent and each Lender, as duly registered with SAIC and other applicable authoritiesto such matters, and all shareholders otherwise in form and substance, acceptable to Administrative Agent and the Lenders, and (y) a favorable opinion of local counsel to Borrowers in Singapore and in each State in which a Property is located, addressed to Administrative Agent and each Lender, as to such 25% shareholder have entered into a Share Charge Deed with Buyer matters, and have set upin form and substance, effectuated acceptable to Administrative Agent and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreementLenders; (i) The key assets Administrative Agent shall have received copies of Samuk listed amendments to, or amended and restated, operating agreements of the Accenture Pledged Entities, permitting the pledge of the Equity Interests in Schedule 6.3 have been transferred the Accenture Pledged Entities, in each case in form and substance acceptable to the Target Company or the Sub pursuant to Section 6.3Administrative Agent; (j) Shenzhen Maximal Unless waived or otherwise agreed to by Administrative Agent, Administrative Agent shall have received such other instruments, documents, certificates and Shanghai Maximal have been carved out other information from each Borrower, Guarantor, and any other Person, in form and content satisfactory to Administrative Agent, as identified on the Target Company and become independent dealers separate from closing checklist distributed to Borrowers most recently prior to the Target Company pursuant to Section 6.4Effective Date; (k) Seller Guarantor shall have delivered a direction letter, in form and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably substance satisfactory to Buyer pursuant Administrative Agent, to Section 6.5each swap counterparty with respect to the Pledged Swaps, instructing each such swap counterparty to deposit all net revenue recognized by Guarantor from such Pledged Swap into the Cash Management Account from and after the Effective Date; (l) Seller has partially removed Borrowers shall have paid to Administrative Agent, for the Related and Third Party Guarantees and lowered the total amount benefit of the Related and Third Party Guarantees Lenders, $1,202,282.93 (i.e., 50% of the Upfront Fee (as defined in the Fee Letter), which Upfront Fee is equal to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to 0.50% of the Target Company or Buyeraggregate Commitments as of the Effective Date); (m) The Target Company has implemented Borrowers shall have paid Administrative Agent, for the Compliance Measures in a manner benefit of the applicable Person, all other fees and to an extent satisfactory to Buyerexpenses, as determined in Buyer’s reasonable discretion after an auditif any, pursuant to Section 6.7;payable under the Fee Letter on or before the Effective Date; and (n) Buyer Borrowers shall have paid Administrative Agent all fees, commissions, costs, charges, taxes and other expenses incurred by Administrative Agent and its counsel in connection with this Agreement (including, but not limited to, reasonable fees and expenses of Administrative Agent’s counsel and all recording fees, taxes and charges) for which Administrative Agent has obtained approval from its bank(srequested payment in writing (including by email) prior to the date hereof. For purposes of determining compliance with the conditions specified in this Section 5, Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other financing partners matter required hereunder to support its payment of be consented to or approved by or acceptable or satisfactory to the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level Administrative Agent or a Lender, as defined applicable, except as otherwise provided in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied6.

Conditions Precedent to Closing. The obligations of Buyer Purchaser’s obligation to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are transaction contemplated by this Agreement shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) or waiver of each of the following conditions precedent to Closing (“CPsConditions Precedent”)) on or before 5:00 p.m. Central Daylight Time, unless otherwise expressly waived by Buyer on the date which is thirty (30) days after the date of delivery of each of the items in writing:Section 3(b) below (“Contingency Date”): (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as Title/Survey. Within twenty (20) days of the Closing Date date hereof, Seller will furnish to Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all underlying title documents listed in the same effect as if such representations and warranties were made on and as Commitment other than any financing documents) for an ALTA form owner’s title policy (the “Title Insurance Policy”) in the amount of the Closing Purchase Price issued by the Title Company showing title in Seller and (ii) an updated ALTA as-built survey (“Survey”) for the Real Property. If the Survey discloses survey defects or if the Commitment shows exceptions unacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, within five (5) days after receipt of the Commitment, the underlying title documents and the Survey, specifying the Unpermitted Encumbrances, and, prior to the Contingency Date, and Seller has signed and issued a Closing Memorandum Purchaser shall have received assurances satisfactory to Buyer certifying Purchaser, in its reasonable discretion, that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company Unpermitted Encumbrances will be removed or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties endorsed over on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title Closing. Notwithstanding anything herein to the Equity Interest and the approval contrary, Seller shall have no obligation to correct, cure or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and remove any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedUnpermitted Encumbrances.

Conditions Precedent to Closing. The (a) Buyer's obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 under this Agreement are subject to the expressly conditioned upon completion or satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent matters on or prior to the Closing (“CPs”), unless otherwise expressly waived by Buyer in writingDate: (ai) All The Title Company shall, at Closing, be ready, willing and able to issue to Buyer the Policy for the Property, insuring fee simple title to the Land, subject only to the Permitted Exceptions; (ii) Seller shall have deposited with the Escrow Agent all documents required of Seller to be delivered into Escrow hereunder; (iii) The representations and warranties of Seller set forth hereunder are true, complete contained in subsection 8(a) of this Agreement shall be true and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects correct as of the Closing Date; (iv) Buyer shall have received estoppel certificates completed by (collectively, the "Required Estoppels") (a) all tenants leasing greater than five thousand (5,000) square feet of the leased square footage of space on the Property, in accordance with Section 6 above; and (b) Seller hasat least seventy percent (70%) (on a square footage basis) of all other tenants (other than those tenants referenced in subsection (a) herein) on the Property in accordance with Section 6 above; provided, and has caused ▇▇. ▇▇however, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or if any tenant does not deliver an estoppel certificate as of the aforementioned parties Closing Date, then, except for the Required Estoppels, Seller shall execute and deliver to Buyer on or before the Closing Date its own estoppel certificates in the form of Exhibit F(2) hereto for any such tenants which did not deliver an Estoppel Certificate. Each Estoppel Certificate executed by Seller shall be null and void and of no further force and effect one (1) year after its effective date. Seller's liability under any Estoppel Certificate executed by it shall be limited as provided in Section 15(b) below and shall terminate upon receipt by Buyer of an Estoppel Certificate from the applicable tenant which satisfies the requirements set forth herein. Estoppel Certificates shall be acceptable and delivered in satisfaction of this Section 9(a)(iv) if it is substantially in the 11 applicable form required hereunder and the information set forth in each such estoppel certificate is consistent in all material respects with the applicable Tenant Lease and the information provided to Buyer by Seller, provided, however, that if the form of an Estoppel Certificate is attached to any lease such form shall be deemed, as to form, the "applicable form" as to such lease. Notwithstanding the foregoing, Buyer shall not receive estoppel certificates completed by the Association or FAB. (v) Seller hereby agrees to indemnify, defend and hold Buyer harmless from any and all costs, expenses, claims, liabilities and demands made against Buyer by any of the parties to any reciprocal easement agreement and/or license agreement affecting the Property, arising from events that occur prior to the Closing. (vi) There shall be no litigation, including any arbitration, investigation or other proceeding, pending by or before any court, arbitrator or governmental authority, nor any decree, order or injunction issued by any such court, arbitrator or governmental authority and remaining in effect, which does or seeks to prevent or hinder the timely consummation of the Closing; and (vii) Seller agrees to enter into an escrow agreement with Buyer and Escrow Agent for four thousand two hundred fifty (4,250) square feet of vacant unleased space on the Property (the "Vacant Space") known as the "KDA space" for a period of twelve (12) months commencing on the Closing Date in the amount of One Hundred Nineteen Thousand and No/100 Dollars ($119,000) annual base rent ($28.00 per square foot net) ("Rent") plus all amounts attributable to building taxes, utilities, insurance and other operating expenses (the "Vacancy Operating Expenses"), pursuant to a document in form attached hereto as EXHIBIT H (the "Vacancy Escrow Agreement"). The aggregate amount of One Hundred Thirty-Seven Thousand Seven Hundred Ninety-Two and No/100 Dollars ($137,792.00), constituting Rent plus a reasonable estimate of the Vacancy Operating Expenses for the term of the Vacancy Escrow Agreement, shall be deposited with Escrow Agent at Closing (the "Vacancy Escrow"). As Rent and Vacancy Operating Expenses become due and payable each month, Escrow Agent shall immediately release such monthly amounts to Buyer in accordance with the terms of the Vacancy Escrow Agreement. At the end of the term of the Vacancy Escrow Agreement, any remainder of Rent and/or Vacancy Operating Expenses in the Vacancy Escrow which may occur as a result of Seller's leasing the Vacant Space to another tenant approved by Buyer, shall be returned to Seller as provided herein. Prior to and after Closing, Seller may present to Buyer proposed tenants for the Vacant Space. Buyer will not unreasonably refuse to lease the Vacant Space to any such proposed tenant provided that such proposed tenant: (1) agrees to execute a lease covering the Vacant Space, the form of which has been approved in all respects by Buyer, (2) agrees to lease the Vacant Space in accordance with terms which are consistent with the terms of, and do not violate any restrictions or exclusives contained in, other leases on the Property, (3) agrees that the rent under any lease of the Vacant Space will in no event be less than the rent paid under the Vacancy Escrow Agreement, (4) is engaged in a business which is of a nature which is consistent with the current uses of the Property, (5) is creditworthy in Buyer's reasonable judgment, and (6) agrees to enter into lease terms equal or more favorable to the landlord than the terms set forth in the "Leasing Guidelines" attached to the Vacancy Escrow Agreement as Exhibit B. In the event the Vacant Space is leased to such proposed tenant, (1) the Vacancy Escrow Agreement shall automatically terminate as of that date upon which said proposed tenant commences rental payment for the Vacant Space, and (2) Seller shall pay Buyer the lesser of (i) the remaining Rent due under the Vacancy Escrow Agreement or (ii) Seller's proportionate share of the costs attributable to the installation of such proposed tenant, including legal costs, leasing commissions, tenant improvements and tenant allowances, which shall be calculated by multiplying such costs by a fraction, the numerator of which shall be the number of months remaining in the term of the Vacancy Escrow Agreement, and the denominator of which shall be the total number of months in the replacement tenant's lease term. (viii) On or before the end of the Due Diligence Period, Seller having obtained and delivered to Buyer: (a) an unconditional and final waiver by Hallmark of the early termination option granted to Hallmark pursuant to Paragraph 2(d) of that certain Standard Shopping Center Lease dated September 11, 2000, as amended; and (b) an unconditional and final waiver by The Avenue of the early termination option granted to The Avenue pursuant to Paragraph 2 of that certain Second Amendment to Shopping Center dated August 29, 1996. (ix) On or before the end of the Due Diligence Period, Seller having obtained and delivered to Buyer an amendment to that certain Lease Agreement with Signature Group, Inc. ("Signature Cleaners Lease"), obligating such tenant to convert its dry cleaning operations to a "wet" or "green" system, in form and content reasonably acceptable to Buyer, and Seller having escrowed in a manner reasonably acceptable to Buyer sufficient funds to accomplish such conversion which will be the obligation of tenant under the Signature Cleaners Lease. (x) On the Closing Date;, all of the tenant leases listed in the List of Tenant leases attached as EXHIBIT C shall be in full force and effect, and all of the tenants listed shall be open and operating in their respective premises. (xi) Seller having obtained and delivered to Buyer, at Seller's sole cost and expense, a replacement seven (7) year warranty reasonably acceptable to Buyer, on all outlot buildings and that certain portion of the roof over the Old Navy premises, or, if such replacement roof warranty is not available, Seller shall give Buyer a credit against the Purchase Price at Closing in the amount of $100,000.00. (xii) On or before the end of the Due Diligence Period, Seller having executed and delivered to Buyer the Audit Representation Letter referred to in Paragraph 34 hereof, in the form attached hereto and made a part hereof as EXHIBIT P. (b) Seller's obligations to perform hereunder are expressly contingent and conditional upon the satisfaction of the following: (i) Buyer shall have deposited or have caused to be deposited with the Escrow Agent all documents and funds required of Buyer to be deposited into Escrow hereunder; and (ii) The representations and warranties of Buyer contained in subsection 8(b) of this Agreement shall be true and correct as of the Closing Date. (c) The Target Company has received all parties acknowledge that the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses conditions precedent set forth on Schedule 7.1(c); in subsection (da) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which above are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according and that the conditions precedent set forth in subsection (b) above are for the benefit of Seller. Unless otherwise specifically set forth herein, the date by which the conditions precedent must be satisfied shall be the Closing Date. If any of the conditions precedent set forth in subsection (a) (other than subsection 9(a)(iv) above) or subsection (b) above are not satisfied on or before the date which is ten (10) days after written notice by the party for whose benefit the condition precedent exists, such party shall have the right to terminate this Agreement by written notice of termination given to the Parties’ agreement; other party, however, such right to terminate shall not exist if the party who received written notice is affirmatively trying to cure. If the condition precedent set forth in subsection 9(a)(iv) above is not satisfied on or before the date which is ten (10) days prior to Closing, then Buyer shall have five (5) days upon receipt of written notice from Seller to Buyer to provide written notice to Seller of its election to either (i) The key assets terminate this Agreement or (ii) waive the condition precedent set forth in subsection 9(a)(iv) above and proceed to Closing as otherwise provided herein. If a notice of Samuk listed termination is given, Escrow Agent shall return all documents and funds, except the Nonrefundable Deposit in Schedule 6.3 have been accordance with Section 2(b) herein, previously deposited into escrow, to the party so depositing same, except if the events described in subsections 9(b)(i) and 9(b)(ii) are not satisfied in accordance with all notice and cure periods as provided in this subsection 9(c), the Deposit shall be transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal Seller, and Shanghai Maximal neither party shall have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional further liability to the Target Company or Buyer; (m) The Target Company has implemented other hereunder, except as otherwise provided herein. Notwithstanding the Compliance Measures foregoing, a party for whose benefit the condition precedent exists shall have the right to waive satisfaction thereof, in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior which event this Agreement shall proceed to Closing (including without limitatiosnas otherwise provided herein. Unless notice of failure to satisfy conditions precedent is given as above provided, those preall conditions precedent shall be deemed satisfied. Notwithstanding the foregoing, if the other party is in default under this Agreement, nothing herein shall prevent the non-Closing undertakings defaulting party from pursuing its remedies as provided in the Undertaking Letter) have been fully performed and satisfiedthis Agreement.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject On or prior to the satisfaction (as determined at Buyer’s reasonable discretion) of date hereof, each of the following conditions precedent shall have been satisfied and thereafter this Amendment shall be binding upon and inure to Closing (“CPs”)the benefit of the Borrower, unless otherwise expressly waived the Co-Borrower and the Lender and their respective successors and assigns. Borrower and Co-Borrower agree that the failure to satisfy any of the conditions set forth in this Amendment shall in no way affect or impair the obligations of either of them or be construed as a waiver by Buyer in writing:the Lender of any of the Lender’s rights under the Credit Agreement. (a) All The Lender shall have received each of the representations following: i. this Amendment, duly authorized and warranties executed by the Borrower and the Co-Borrower; ii. an amended and restated Note, dated the date hereof and otherwise in the form attached hereto as Exhibit A, duly executed by the Borrower and the Co-Borrower; iii. resolutions of Seller set forth hereunder are truethe board of directors of each Loan Party approving and authorizing the execution, complete delivery and not misleading in any material aspects when made, throughout performance of this Amendment and the Interim Periodother Loan Documents contemplated hereby and the borrowing of the Additional Loans for the purposes specified herein, and on signature and as incumbency certificates of the Closing Date officers of each Loan Party executing this Amendment and the other Loan Documents delivered in connection herewith, all certified by the applicable Loan Party’s secretary or assistant secretary as being in full force and effect without modification; iv. such other agreements, documents, instruments and certificates as the Lender may reasonably request; and v. in connection with the same effect as if such representations and warranties were made on and as advance of the Closing Date, Additional Loans and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties the extension of Seller are all true, complete and not misleading in any material aspects as maturities of the Closing Date;Term A Loan Commitment, Term B Loan Commitment and Revolving Loan Commitment, a commitment fee, payable in cash, in the amount of $1,800,000. (b) Seller hasBorrower and Co-Borrower shall have duly and properly performed, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreementsand observed each of its covenants, agreements and obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedAmendment.

Conditions Precedent to Closing. The obligations Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Buyer Credit, or otherwise extend credit to consummate the Borrowers hereunder on the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of Date, until the following conditions precedent to Closing have been satisfied (“CPs”), unless otherwise expressly waived by Buyer in writing:or waived): (a) All Revolving Notes shall have been executed by the representations Borrowers and warranties delivered to each Lender that requests issuance of Seller set forth hereunder are truea Revolving Note at least two (2) Business Days prior to the Closing Date. This Agreement, complete the Intercreditor Agreement, the Security Agreement and not misleading in any material aspects when made, throughout the Interim Period, and Intellectual Property Security Agreements required on and as of the Closing Date shall have been duly executed and delivered to the Agent by each of the Loan Parties signatory thereto; (b) The Agent shall have received (i) customary UCC lien searches with respect to the Loan Parties, (ii) all UCC-1 financing statements with respect to the Loan Parties, and (iii) subject to the Intercreditor Agreement, all certificated Equity Interests and promissory notes that constitute Collateral and are required to be delivered on the Closing Date accompanied by undated stock powers or other instruments of transfer executed in blank; (c) The Agent shall have received evidence, in form and substance reasonably satisfactory to the Agent, that the transactions contemplated by the Term Loan Documents have been consummated, together with an executed copy of the Term Loan Credit Agreement and the other material Term Loan Documents; (d) Concurrently with the same effect as if such representations and warranties were made on and initial advances under this Agreement, the Borrowers shall have received gross cash proceeds of at least $90,000,000 from the Indebtedness issued under the Term Loan Documents; (e) The Agent shall have received a solvency certificate from an Authorized Officer of the Company in a form reasonably acceptable to the Agent; (f) The Agent shall have received a certificate, reasonably satisfactory to it, from an Authorized Officer of the Company certifying that (i) as of the Closing Date, the representations and Seller has signed warranties of each Loan Party set forth in this Agreement or in any other Loan Document shall be true and issued a Closing Memorandum correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding or issuance (except for representations and warranties that expressly relate to Buyer certifying that all an earlier date, in which case such representations and warranties of Seller are shall be true and correct in all true, complete and not misleading in any material aspects respects as of the Closing Date; such earlier date) and (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1ii) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effectiveconditions in Section 3.1(d), and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (g) The Agent shall have received a certificate of a duly authorized officer or director of each Loan Party, certifying (i) that an attached copy of such Loan Party’s organizational documents are true and complete and continue in full force and effect; (ii) that an attached copy of resolutions or written consent authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are or written consent is in full force and effect as of the Closing Date and were duly adopted; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; (h) The Agent shall have received customary written legal opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, (B) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, and (C) Downs ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, each in form and substance reasonably satisfactory to the Agent; (i) The Agent shall have received certificates of good standing for each Loan Party from the relevant Governmental Authority of such Loan Party’s jurisdiction of organization (to the extent such concept exists in such jurisdiction); (j) The Agent shall have received (i) a pro forma balance sheet of the Company and its Subsidiaries as of on or around November 30, 2022, adjusted to give effect to the refinancing transaction contemplated herein, and (ii) consolidated projections through the period ending December 31, 2025 (presented on a quarterly basis through December 31, 2023 and annually thereafter), consisting of a balance sheet, related statements of income, cash flow, and projected availability in form and substance satisfactory to the Agent and Lenders; (k) Since December 31, 2021, there has not occurred a Material Adverse Effect; (l) The Agent shall be satisfied with the results of its legal, tax, accounting, environmental, regulatory and business due diligence, including, without limitation, all know-your-customer inquiries; (m) The Borrowers shall have paid all expenses required to be paid or reimbursed to the Agent and the Lenders on the Closing Date. Furthermore, the Borrowers shall have paid all fees required to be paid on the Closing Date under the Fee Letter (including all fees payable to the Lenders under the agreements among them); (n) At least one (1) day prior to the Closing Date, the Borrower Representative shall have delivered to the Co-Collateral Agents a Borrowing Base Certificate for the period ended on or around November 30, 2022 in form and substance reasonably satisfactory to the Co-Collateral Agents which shall evidence that Excess Availability, after giving effect to the borrowing of any Loans on the Closing Date and the issuance of any Letters of Credit on the Closing Date, will not be less than $30,000,000; (o) The Agent shall have received copies of certificates of insurance of the Loan Parties; (p) The Loan Parties shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, at least three (3) Business Days prior to the Closing Date to the extent reasonably requested in writing at least five (5) days prior to the Closing Date; (q) Seller has signed and The Agent shall have received at least three (3) Business Days prior to the Closing Date, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of such Borrower; (r) The Borrower Representative shall have delivered to Buyer Seller’s Guarantee Letter pursuant the Agent a customary Request Certificate or letter of credit request, as the case may, with respect to Section 6.14any borrowings or Letters of Credit requested to be made or issued on the Closing Date; (s) With respect to each Mortgaged Property, the Agent and each Lender shall have received all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by Flood Insurance Laws and as otherwise reasonably required by the Agent or any Lender, and such flood-related documentation shall be reasonably acceptable to the Agent and each Lender; and (rt) Any Such other undertakings items as may be reasonably required by the Agent or the Lenders. Without limiting the generality of Seller the provisions of Section 9.2, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender as of the Closing Date shall be deemed to have consented to, approved or ▇▇. ▇▇ made in relation accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedDate specifying its objection thereto.

Conditions Precedent to Closing. The obligations of Buyer Purchaser’s obligation to consummate close the Closing acquisition of the Equity Transfer and pay the Purchase Price to Seller Property pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each this Agreement is conditioned on all of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingfollowing: (a) All 5.1 No material adverse change in the representations and warranties physical condition of the Property shall have occurred since the Effective Date that has not been cured by Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date to the satisfaction of Purchaser after reasonable inspection. 5.2 Purchaser shall have obtained any and all necessary or desirable governmental entitlements, approvals and permits for its ownership and continued operation of the Facility. 5.3 Seller has set forth on Exhibit C attached hereto a list of the name, address of each person or lender (together with a contact person with phone number and email, loan numbers, principal and accrued interest) which owns or holds any Monetary Liens that encumber the same effect Property and which must be fully satisfied at Closing, and in the case of the 2006 Lease and the August 18, 2015 Lease, must be terminated at Closing, in both cases, in order for Seller to convey good title to the Property to Purchaser free and clear of all liens and encumbrances and it shall be the Seller’s obligation under this Agreement to deliver to Purchaser prior to Closing valid pay-off letters with respect to those Monetary Lines in form and substance satisfactory to Purchaser and the Title Company in their reasonable discretion. 5.4 All required consents and approvals for the sale of the Property by Seller shall have been obtained by Seller and evidence thereof shall have been delivered to Purchaser. 5.5 Purchaser shall have received an owner’s title insurance policy subject only to standard exceptions acceptable to Purchaser. 5.6 Purchaser shall have received such independent valuations and appraisals supporting the Purchase Price as if such it or its ultimate Section 501(c)(3) parent entity has determined in its sole discretion as are necessary or appropriate for this transaction. 5.7 All of Seller’s covenants and obligations contained in this Agreement shall have been performed by Seller as of Closing, and all of Seller’s representations and warranties were made on shall be true and correct in all respects as of the Effective Date and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedClosing.

Conditions Precedent to Closing. (a) The obligations of Buyer following shall be conditions precedent to Purchaser’s obligation to consummate the Closing purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of the Equity Transfer period commencing on the Effective Date and pay continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price Price, or Two Hundred Fifty Nine Thousand Two Hundred Ninety and No/100 Dollars ($259,290.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3.3 are subject 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the satisfaction expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Brentwood, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as determined at Buyerdefined below) from Seller’s reasonable discretioncounsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions precedent Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “CPsTitle Policy”), unless otherwise expressly waived by Buyer in writing:. (av) All Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller set forth through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material 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 are trueand any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, complete and not misleading in any material aspects when made, throughout Purchaser shall give written notice thereof to the Interim PeriodSeller, and on unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and as of both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the Closing Date with indemnification and hold harmless provisions contained in Section 7, and the same effect as if such representations ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties were made on and covenants shall be true and correct in all material respects as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of (iii) Assumed Loan Lender shall have granted the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title Assumption Approval pursuant to the Equity Interest and the approval or registration terms of the Amended AOA; (2Section 8(a)(i) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effectiveabove, and (4iv) Purchaser shall have obtained the SAFE Approval issued by competent level of SAFE with regard Registrations pursuant to the receipt and settlement terms of foreign exchange payment for equity transfer pursuant Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to Section 4.6; (e) The Parties have executedthe Purchaser, and have caused the Target Company or other relevant Affiliates and Related Parties to executeunless Seller waives such Seller’s Conditions Precedent, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge liability under this Agreement except for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal indemnification and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined hold harmless provisions contained in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied7.

Conditions Precedent to Closing. The obligations of Buyer 8.1 Purchaser's Conditions to consummate the Closing of the Equity Transfer and pay the Purchase Price Closing. Purchaser's obligation to Seller pursuant to Section 3.3 are close under this Contract shall be subject to and conditioned upon the satisfaction (as determined at Buyer’s reasonable discretion) of each fulfillment of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) 8.1.1 All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of documents required to be delivered by Seller to Purchaser at the Closing Date, pursuant to the terms and Seller has signed and issued a Closing Memorandum to Buyer certifying that conditions hereof shall have been delivered; 8.1.2 Each of Seller's Representations shall be true in all such representations and warranties of Seller are all true, complete and not misleading in any material aspects respects as of the Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) Seller hasif such failure constitutes a default by Seller, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or exercise any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer its remedies pursuant to Section 4.6; (e) The Parties have executed10.2. If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by BuyerPurchaser may, as duly registered with SAIC its sole and other applicable authoritiesexclusive remedy, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets notify Seller of Samuk listed in Schedule 6.3 have been transferred Purchaser's election to terminate this Contract and receive a return of the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out Deposit from the Target Company Escrow Agent, or (ii) waive such condition and become independent dealers separate proceed to Closing on the Closing Date with no offset or deduction from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. 4.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of is conditioned upon the following conditions precedent to Closing (“CPs”), unless otherwise expressly Conditions Precedent being satisfied or waived by Buyer in writing:applicable parties/governmental authorities (if applicable): (a1) All the representations The representations, covenants and warranties of Seller set forth hereunder are made by the Parties on the Execution Date shall have remained true, complete accurate and not complete, without misleading statements, misrepresentations and omissions in any all material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects respects as of the Closing Date; (b2) The Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in shall have approved the Transaction Documents that are required to be performed or complied in accordance with by Seller or any of the aforementioned parties on or before the Closing Dateits constitutional document; (c3) The Target Company has received all Purchaser shall have approved the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c)Transaction in accordance with its constitutional document; (d4) Declaration of concentration of business operators in respect of the Transaction shall have been filled and approved; (5) All other Relevant Investors participating in the Reorganization shall have approved the Reorganization, and confirmed the articles of association to be adopted by the Purchaser after the Reorganization; (6) The Target Company Purchaser shall have issued capital contribution certificates to the Seller and registered the Seller on the internal register of members of the Purchaser. The Purchaser shall have received and delivered had extensive communication with the Administration for Market Regulation in relation to Buyer all regulatory approvals the necessary changes of company registrations to be filed with the Administration for Market Regulation upon completion of the Reorganization (including but not limited to registering the Seller as the Purchaser’s shareholder and filing certificates legally required the director designated by the Seller with Administration for Market Regulation), and obtained the consummation of administration’s informal confirmation. (7) The Valuation Report on the Equity TransferTarget Assets under this Agreement shall have been approved or filed in accordance with the PRC laws and regulations; (8) All other applicable approvals, including (1) permits, filings and registrations from or with the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title relevant authorities with respect to the Equity Interest Transaction shall have been obtained or completed; (9) The Parties or their subsidiaries shall have entered into relevant oil and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and gas pipeline facility service contracts in accordance with Article 5.6 (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g10) Prior Each of the Relevant Investors with respect to the Reorganization shall have respectively executed transaction agreements, the core conditions and terms of which are substantially the same as this Agreement, and conditions precedent to a closing and cash capital contribution (if applicable) thereunder on the same date as the Closing of the Transaction have been satisfied. For the Conditions Precedent above, the Seller is responsible for condition (2), the Purchaser is responsible for conditions (3), (5), (6) and (10), and both Parties are responsible for conditions (1), (4), (7), (8) and (9). For the avoidance of doubt, the condition precedent to be solely handled by one Party can only be waived by the other Party, provided that conditions (2), (3), (4), (7) and (8) cannot be waived. 4.2 The Parties hereby agree to cause all the Conditions Precedent as set forth under Article 4.1 to be satisfied as soon as practicable prior to the Closing Date, there has been no Material Adverse Change . If the satisfaction of any condition precedent applicable to one Party needs the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out assistance from the Target Company and become independent dealers separate from other Party, the Target Company pursuant to Section 6.4; (k) Seller and other Party shall provide such assistance. The Parties shall remain in communication on the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made related matters in relation to each Condition Precedent, and coordinate and solve the Equity Transfer that are required problems encountered during this process in a timely manner. After the Execution Date, neither Party shall engage in any conduct with the purpose to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in prevent or restrict the Undertaking Letter) have been fully performed and satisfiedsatisfaction of each condition precedent set forth under Article 4.1.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 following are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing Buyer's obligations under this Agreement (“CPs”the "Buyer Conditions Precedent"), unless otherwise expressly . 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) Buyer's inspection, review and approval, within the Inspection Period, of all aspects of the Real Property. (b) The issuance by the Title Company to Buyer of the Title Policy subject only to the Approved Title Exceptions and including the Endorsements. (c) Buyer's 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 (defined on Exhibit N), prepared by a surveyor or civil engineer licensed in the State of California, complying with the requirements, and containing the certification, set forth in Exhibit O attached hereto. (d) All the of Seller's representations and warranties of Seller set forth hereunder are true, complete contained in or made pursuant to this Agreement shall have been true and not misleading in any material aspects correct when made, throughout the Interim Period, made and on shall be true and as of the Closing Date with the same effect as if such representations and warranties were made on and correct as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;. (e) The Parties Seller shall have executed, fully complied with all of Seller's duties and have caused the Target Company or other relevant Affiliates and Related Parties to execute, obligations contained in this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;. (f) The Parties There shall not have agreed on first arisen between the substance and form end of the OEM Inspection Period and Licensing Agreementthe 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 Technology License Agreementvalue of the Real Property or the ability of Buyer to operate the Real Property in the manner in which it is currently being operated, nor any pending proceedings which would cause the Maximal Product Supply Agreementredesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and Real Property. Seller shall notify Buyer promptly upon Seller's having knowledge of any other Transaction Documents related litigation to which Seller is a party or of any administrative proceeding specifically relating to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement;Real Property. (g) Prior Seller shall have 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 Buyer shall have performed a closing audit which confirms the Lease Schedule. 15 (h) Seller shall terminate prior to the Closing, at no cost or expense to Buyer, any and all Service Contracts or Other Documents affecting the Real Property that are not Assigned Contracts. (i) In Buyer's reasonable determination there shall not have occurred, between the end of the Inspection Period and the Closing Date, there has been no Material Adverse Change any material adverse change in or addition to the Target Company, information or items reviewed and approved by Buyer during the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3;Inspection Period. (j) Shenzhen Maximal Buyer's 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 Shanghai Maximal have been carved out from that they do not contain any assertion of a material default by the Target Company Seller. Notwithstanding the foregoing, Estoppel Certificates will not be considered non-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 substantially in the form 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 become independent dealers separate from the Target Company pursuant to Section 6.4;approval. (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount Buyer's receipt of the Related Master Lease and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedEscrow Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 5.1.1 All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are truein this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrow, complete and Seller shall not misleading have on or prior to Close of Escrow, failed to meet, comply with or perform in any material aspects when made, throughout respect any conditions or agreements on Seller's part as required by the Interim Periodterms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Closing Date with the same effect as if such representations and warranties were made on and as Close of Escrow, all of the Closing DateContracts (including the Service Contracts) shall be terminated by Seller, and Seller has signed any and issued all termination fees incurred as a Closing Memorandum result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as the assumption of the Closing Date; Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (b4) Seller hasbusiness days after receiving the approved assumption from the Existing Lender, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with stating all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before terms upon which Buyer shall have the Closing Date; (c) The Target Company has received all right to assume the third party consents and has issued all Existing Loan, in which to terminate this Agreement if the notices to relevant third parties as required for the consummation terms of the transactions contemplated hereunderassumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered terms acceptable to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4ii) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; Replacement Financing Loan Fees shall be credited (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(ivdollar-for-dollar basis); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 following are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing Buyer's obligation to purchase the Property (“CPs”the "Conditions Precedent"), unless otherwise expressly . The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing:. In the event any Condition Precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earn▇▇▇ ▇▇▇ey shall be returned to Buyer and, subject to the provisions of Paragraph 7, 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; provided, however, that in the event any of the Conditions Precedent have not been satisfied or waived, Buyer shall so inform Seller of same and Seller shall have thirty (30) days from the date of such notification to satisfy such Condition Precedent. (a) All the of Seller's representations and warranties of Seller set forth hereunder are true, complete contained in this Agreement shall have been substantially true and not misleading correct in any all material aspects respects when made, throughout the Interim Period, made and on shall be substantially true and as of the Closing Date with the same effect as if such representations and warranties were made on and correct in all material respects as of the Closing Date. (b) The physical condition of the Property shall be substantially the same on the Closing Date as on the date of Buyer's execution of this Agreement, except for reasonable wear and Seller has signed tear and issued a Closing Memorandum loss by casualty (subject to Buyer certifying that all such representations the provisions of Paragraph 13, below) and warranties of Seller are all truerepairs, complete replacements and not misleading in any material aspects as improvements made with Buyer's written approval. (c) As of the Closing Date; (b) Seller has, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the Due Diligence Period and which, after Closing would, in Buyer's reasonable opinion, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and has caused ▇▇. ▇▇no proceedings shall be pending or threatened which could or would cause the redesignation or other modification of the zoning classification of, the Target Company or Seller’s other Affiliates and Related Parties to haveof any building or environmental code requirements applicable to, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);Property. (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval shall terminate at or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior prior to the Closing Date, there has been at no Material Adverse Change cost or expense to Buyer, any and all contracts or other agreements affecting the Target Company, or the Assets or operation Property that are not Assumed Contracts. (e) Seller shall have substantially complied with all of Seller's material duties and obligations contained in this Agreement. (f) Seller shall have delivered to Buyer tenant certificates ("Tenant Certificates") dated within thirty (30) days of the Target CompanyClosing Date in a form substantially similar to Exhibit "L" attached hereto from tenants under Leases of the Property representing ninety percent (90%) of the gross revenue of the Property; provided, that in the event that any state agency, including but not limited to the financial conditionTexas Workforce Commission, operating resultsrequires the use of a different form, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of Buyer shall accept such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge different form for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedsuch tenant.

Conditions Precedent to Closing. (a) The obligations of Buyer following shall be conditions precedent to Purchaser’s obligation to consummate the Closing purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of the Equity Transfer period commencing on the Effective Date and pay continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price Price, or Two Hundred Six Thousand Six Hundred Seventy and No/100 Dollars ($206,670.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “▇▇▇▇▇▇▇ Money Note” and shall be held by Seller pursuant to the terms of Section 3.3 are subject 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the satisfaction expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission ▇▇▇▇▇▇ Creek, DST, Mission Battleground Park, DST, Mission ▇▇▇▇▇▇ Parkway, DST, Mission Brentwood, DST, Mission Mayflower Downs, DST, Mission ▇▇▇▇▇▇▇ ▇▇▇▇, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as determined at Buyerdefined below) from Seller’s reasonable discretioncounsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the ▇▇▇▇▇▇▇ Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions precedent Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (iii) Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “CPsTitle Policy”), unless otherwise expressly waived by Buyer in writing:. (av) All Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller set forth through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material 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 are trueand any documents shall be returned to the party depositing the same and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, complete and not misleading in any material aspects when made, throughout Purchaser shall give written notice thereof to the Interim PeriodSeller, and on unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and as of both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the Closing Date with indemnification and hold harmless provisions contained in Section 7, and the same effect as if such representations ▇▇▇▇▇▇▇ Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties were made on and covenants shall be true and correct in all material respects as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of (iii) Assumed Loan Lender shall have granted the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title Assumption Approval pursuant to the Equity Interest and the approval or registration terms of the Amended AOA; (2Section 8(a)(i) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effectiveabove, and (4iv) Purchaser shall have obtained the SAFE Approval issued by competent level of SAFE with regard Registrations pursuant to the receipt and settlement terms of foreign exchange payment for equity transfer pursuant Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice thereof to Section 4.6; (e) The Parties have executedthe Purchaser, and have caused the Target Company or other relevant Affiliates and Related Parties to executeunless Seller waives such Seller’s Conditions Precedent, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge liability under this Agreement except for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal indemnification and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined hold harmless provisions contained in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied7.

Conditions Precedent to Closing. 10.1. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 10.1.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are true, complete in this Agreement shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Effective Date, and Seller has signed and issued a Closing Memorandum shall not have on or prior to Buyer certifying that all such representations and warranties of Seller are all trueClosing, complete and not misleading failed to meet, comply with or perform in any material aspects respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3. Seller shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from Tenants representing seventy percent (70%) of the square feet which are leased and occupied by Tenants as of the Closing Effective Date; . Estoppel certificates may be on the form required by the applicable Lease or the form attached hereto as Exhibit D. Unless they disclose material, adverse matters inconsistent with their respective Leases, estoppel certificates shall be deemed to satisfy this condition precedent. With respect to Tenants who are governmental entities, if any, estoppel certificates in the standard form typically provided by such governmental entity shall satisfy this condition precedent. Buyer shall notify Seller within three (b3) Seller hasbusiness days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein which is inconsistent with its Lease, and has caused ▇▇Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, this Agreement shall terminate upon Buyer’s written notice to Seller and return of the Due Diligence Items, Buyer shall be entitled to a refund of the Deposit and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 5. ▇▇Notwithstanding anything to the contrary in this Section, Seller shall have the Target Company or right, in Seller’s other Affiliates sole and Related Parties absolute discretion, but not the obligation, 19 - AGREEMENT FOR PURCHASE AND SALE to have, performed and complied with all agreements, obligations and covenants contained in cure or otherwise satisfy the Transaction Documents that are required basis for Buyer’s disapproval of an estoppel certificate by the payment of money to be performed or complied with by Seller or any of the aforementioned parties a particular Tenant. 10.1.4. Buyer shall have obtained on or before the Closing 15th day following the Effective Date (the “Financing Contingency Period”) a commitment acceptable to Buyer to finance the purchase of the Property. If Buyer fails to give to Seller during this period written notice that this condition has been satisfied or waived (the “Financing Contingency Removal Notice”), then this Agreement shall automatically terminate at the expiration of this period and the Deposit, less one-half (1/2) of any escrow cancellation fee, shall be returned to Buyer upon return of the Due Diligence Items; Buyer’s obligations set forth in Section 5 shall survive such termination. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date; (c) The Target Company has received all the third party consents , and has issued all the notices Buyer shall not have on or prior to relevant third parties Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required for by the consummation terms of this Agreement. 10.2.2. Seller shall have received approval of the transactions contemplated hereundersale from all entities comprising Seller no later than five (5) business days after the Effective Date. 10.3. If any such condition is not fully satisfied by Closing, including without limitationthe party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice (in all events such written notice shall be given prior to Closing) whereupon this Agreement may be canceled, consents from and upon return of the banksDue Diligence Items, guaranteesthe Deposit shall be paid to Buyer and, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder except as otherwise expressly set forth on Schedule 7.1(c); herein; provided, however, that if Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in Section 10.1, Seller may, within five (d5) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation days of the Equity Transfer, including (1) the Registration Voucher issued by competent level receipt of MOFCOM indicating Buyer’s legal title notice agree to satisfy the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued condition by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory written notice to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant and Buyer shall thereupon be obligated to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of close the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) transaction contemplated hereby provided Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedso satisfies such condition.

Conditions Precedent to Closing. The obligations of Buyer Lenders shall not be required to consummate fund any requested Term Loan, or otherwise extend credit to the Borrower hereunder on the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of Date, until the following conditions precedent to Closing have been satisfied (“CPs”), unless otherwise expressly waived by Buyer in writing:or waived): (a) All The Loan Documents required on the Closing Date and the Perfection Certificate shall have been duly executed and delivered to the Administrative Agent by each of the Obligor signatories thereto. (b) The Administrative Agent shall have received UCC, tax, judgment and intellectual property lien searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches as the Administrative Agent may reasonably require, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and all actions necessary to establish that the Administrative Agent, for the benefit of the Secured Parties, will have a perfected security interest in and Lien on the Collateral with the priority required by the Loan Documents and (subject to Permitted Liens and to the terms of the Intercreditor Agreement) shall have been taken to the extent required by the terms of this Agreement and the Security Documents (other than the Mortgages); (provided, that the only actions that shall be required on the Closing Date to establish that the Administrative Agent will have a perfected Lien on the Collateral shall be the delivery of certificated securities, if any, evidencing the Equity Interests of the Obligors (other than Holdings) and their direct, wholly-owned subsidiaries and the perfection of the Administrative Agent’s security interest in any other Collateral of the Obligors pursuant to which a lien may be perfected by the filing of UCC financing statements. (c) The Administrative Agent shall have received certificates, reasonably satisfactory to it (A) from the Chief Financial Officer of Holdings and the Borrower certifying that, after giving effect to the Transactions, Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, are Solvent; and (B) from a Senior Officer of the Borrower certifying that (i) the representations and warranties in Section 4 and in the Security Documents are true and correct in all material respects (except in the case of Seller set forth hereunder are trueany representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent any representation and warranty is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be a Material Adverse Effect for purposes of the making (or deemed making) of such representations and warranties on, or as of, the Closing Date (or any date prior thereto) and (ii) after giving effect to the Transactions, the Borrower and its Subsidiaries shall have no outstanding third party indebtedness for borrowed money or “disqualified” preferred stock other than the Loans and other extensions of credit under this Agreement, the ABL Facility, the Senior Unsecured Debt and Debt permitted by Section 6.1. (d) The Administrative Agent shall have received evidence reasonably satisfactory to it of the repayment, redemption, defeasance, discharge, refinancing or termination in full of all Existing Term Loans and all accrued interest and other amounts then due and owing under the Existing Term Loan Agreement and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the lenders thereunder. (e) The Administrative Agent shall have received evidence reasonably satisfactory to it of the delivery of irrevocable notice for the repayment or redemption of the Existing Secured Notes Debt to the extent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the obligations under the Existing Secured Notes Indenture or Existing Secured Notes Debt (including the delivery of an Officer’s Certificate pursuant to Section 3.01 of the Existing Secured Notes Indenture and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the noteholders thereunder. (f) The Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that an attached copy of such Obligor’s Organic Documents is true and complete and not misleading continue in any material aspects when made, throughout full force and effect; (ii) that an attached copy of resolutions or written consent authorizing execution and delivery of the Interim PeriodLoan Documents is true and complete, and on that such resolutions are or written consent is in full force and effect as of the Closing Date with the same effect as if such representations and warranties were made on duly adopted; and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (biii) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest title, name and signature of each Person authorized to sign the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement;Loan Documents. (g) Prior The Administrative Agent shall have received a written opinion of counsel to the Closing DateBorrower, there has been no Material Adverse Change in form reasonably satisfactory to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;Administrative Agent. (h) 25% equity interest The Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and State or other applicable authorities, and all shareholders appropriate official of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit Obligor’s jurisdiction of Buyer according to the Parties’ agreement;organization. (i) The key assets Administrative Agent shall have received certificates of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount insurance of the Related Obligors evidencing liability and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to casualty insurance meeting the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings requirements set forth in the Undertaking Letter) have been fully performed and satisfiedLoan Documents.

Conditions Precedent to Closing. The obligations of Buyer 3.01. Purchaser’s obligation to consummate close the Closing acquisition of the Equity Transfer and pay the Purchase Price to Seller Property pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of this Agreement shall be conditioned on the following conditions precedent to (collectively, the “Purchaser Closing (“CPsConditions”), unless otherwise expressly waived by Buyer in writing:): (a) All No material adverse change in the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as condition of the Closing Date with Property shall have occurred since the same effect as if such representations and warranties were made on and as of the Closing Effective Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;. (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or All of Seller’s other Affiliates covenants and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be this Agreement shall have been performed or complied with by Seller or any in all material respects as of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the aforementioned parties on or before the Closing Date;Effective Date and at Closing. (c) The Target Title Company has received all the third party consents shall be irrevocably committed to issue an owner’s title insurance policy in form and has issued all the notices substance satisfactory to relevant third parties as required Purchaser for the consummation of ▇▇▇▇▇ Acquisition Property, which insures good and marketable fee simple title to the transactions contemplated hereunder▇▇▇▇▇ Acquisition Property, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under subject only to those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);exceptions permitted pursuant to Section 2 hereof. (d) The Target Company Purchaser shall have obtained all authority and Seller have received and delivered to Buyer approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and filing certificates legally required for governmental determinations, to undertake the consummation of obligations contained herein and to consummate the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;Closing contemplated hereby. (e) The Parties No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have executedreceived evidence of all required consents and approvals, and have caused the Target Company or other relevant Affiliates and Related Parties to executeif any, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related by Seller to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;transaction contemplated herein. (f) The Parties Seller shall have agreed provided payment (either prior to Closing or as a disbursement on the substance and form Closing Statement out of the OEM Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related released at or prior to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement;Closing. (g) Prior Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to the Closing Date, there has been no Material Adverse Change to the Target Company, occupy all or the Assets or operation any portion of the Target CompanyProperty, including but not limited and Seller shall have caused any such tenants or parties in possession to vacate the financial conditionProperty, operating results, business prospects, customer relations, supplier relations all at Seller’s sole cost and employees of the Target Company;expense. (h) 25% equity interest The ▇▇▇▇▇ Acquisition Land shall have been legally subdivided from the remainder of the Target Company is owned by Original ▇▇▇▇▇ Land (including the recording of a shareholder consented by Buyermajor or minor subdivision plat, as duly registered applicable) such that the ▇▇▇▇▇ Acquisition Land exists as a distinct and legal tax parcel (the “Subdivision”). Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall cooperate with SAIC and other Purchaser’s efforts to secure the Subdivision. If any of the above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing or as of the applicable authoritiesdue dates noted in such condition, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; Purchaser may (i) The key assets of Samuk listed in Schedule 6.3 have been transferred terminate this Agreement by written notice to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in receive a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount full refund of the Related ▇▇▇▇▇▇▇ Money, whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) extend the Closing or due date of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, if Purchaser requests, in its sole discretion, Seller and Third Party Guarantees Purchaser shall enter into an amendment to this Agreement to evidence the extension), or under RMB321,800,000 pursuant (iii) waive the condition, in whole or in part, and consummate the Closing contemplated hereby. If the Purchaser elects to Section 6.6extend the Closing or due date for performance, without incurring any costsand at the end of such extended period of time, losses or remaining or additional liability the applicable condition still has not been satisfied, Purchaser may elect to exercise the Target Company or Buyer; remedies set forth in items (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(si) or other financing partners to support its payment of the total amount of Purchase Price; (oiii) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedimmediately preceding sentence.

Conditions Precedent to Closing. The obligations obligation of Buyer ElectraMeccanica or its designee to consummate complete the Closing purchase of the Equity Transfer and pay Shares upon the Purchase Price to Seller pursuant to Section 3.3 are exercise of the Put Option will be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to being satisfied or waived in writing by ElectraMeccanica or its designee on or before the Closing (“CPs”), unless otherwise expressly waived by Buyer in writingDate: (a) All the purchase of the Shares and the payment of the Purchase Price will not, in the reasonable opinion of ElectraMeccanica or its designee, constitute a violation of any law, stock exchange rules/policies or of any contract or agreement to which ElectraMeccanica or its designee is a party to or bound (including any credit or financing agreements) or if such purchase or payment would render ElectraMeccanica or its designee insolvent; (b) the representations and warranties of Seller set forth hereunder are true, complete Intermeccanica and not misleading ▇▇▇▇▇ made in any material aspects when made, throughout the Interim Period, or pursuant to this Agreement will be true and on and as of the Closing Date accurate with the same force and effect as if though such representations and warranties were had been made on and as of the Closing Date. In addition, Intermeccanica and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and ▇ will have complied with all agreements, obligations covenants and covenants contained agreements in the Transaction Documents that are required this Agreement to be performed or complied with caused to be performed by Seller them at or any of the aforementioned parties on or before prior to the Closing Date; (c) The Target Company has received all between the third party consents date of this Agreement and has issued all the notices to relevant third parties as required for the consummation Closing Date there will not have been: (i) any material adverse change in any of the transactions contemplated hereunderShares, including without limitationIntermeccanica’s assets or the financial condition, consents from earnings, results of operations or prospects of Intermeccanica’s Business that has, or threatens to have, a material adverse effect on the banksShares, guaranteesIntermeccanica’s assets or the financial condition, mortgagees and earnings, results of operations or prospects of Intermeccanica’s Business or which might materially adversely affect the ability of ElectraMeccanica or its designee to carry on Intermeccanica’s Business after the Closing Date substantially as Intermeccanica’s Business is being conducted upon the date of this Agreement; or (ii) any damage, destruction or loss, or other relevant counter parties under those Material Contracts that contain “change event, development or condition of control” clauses set forth any character (whether or not covered by insurance) which would have a material adverse effect on Schedule 7.1(c)the Shares, Intermeccanica’s assets or Intermeccanica’s Business; (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for between the consummation date of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest this Agreement and the approval Closing Date, no law, rule or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has policy will have been approved and effectivemade, and no action or proceeding (4including a Legal Proceeding) will be pending or threatened, which is likely to result in an order, decision or ruling imposing any limitations or conditions which may have a material adverse effect on the SAFE Approval issued by competent level Shares, Intermeccanica’s assets or the right of SAFE with regard ElectraMeccanica or its designee to own the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6Shares or conduct Intermeccanica’s Business after closing on substantially the same basis as heretofore conducted; (e) The Parties have executedas of the Closing Date, and have caused no action or proceeding (including a Legal Proceeding) will be pending or threatened by any person to enjoin, restrict or prohibit any of the Target Company transactions contemplated hereby or other relevant Affiliates and Related Parties the right of ElectraMeccanica or its designee to execute, this Agreement, own the Escrow Agreement, Shares or conduct Intermeccanica’s Business after closing on substantially the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer same basis as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documentsheretofore conducted; (f) The Parties have agreed on by the substance Closing Date, all filings, notifications and form consents with, to or from Governmental Authorities and third parties required to permit the change of ownership of the OEM and Licensing AgreementShares contemplated hereby without resulting in the violation of or a default under or any termination, the Technology License Agreementamendment or acceleration of any obligation under any permit or material contract affecting Intermeccanica’s Business or otherwise materially adversely affecting Intermeccanica’s assets or Intermeccanica’s Business, the Maximal Product Supply Agreementwill have been made, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related given or obtained on terms acceptable to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this AgreementElectraMeccanica or its designee; (g) Prior by the Closing Date, Intermeccanica and ▇▇▇▇▇ will have delivered, or caused to be delivered, to ElectraMeccanica or its designee, duly executed releases, in registrable form where applicable, or evidence to the satisfaction of ElectraMeccanica or its designee as to the discharge of all Adverse Interests against the Shares and Intermeccanica’s assets (including the BMO Security); and (h) on or before the Closing Date, Intermeccanica and ▇▇▇▇▇ will have delivered, or cause to be delivered, to ElectraMeccanica or its designee, the following documents and instruments in form and substance satisfactory to ElectraMeccanica or its designee, acting reasonably: (i) a bringdown certificate of Intermeccanica and ▇▇▇▇▇ confirming that (A) the representations and warranties of Intermeccanica and ▇▇▇▇▇ set forth in this Agreement (and Section 2.1 in particular) are true and accurate in all material respects at the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date and (B) Intermeccanica and ▇▇▇▇▇ have complied in all material respects with all covenants and agreements herein agreed to be performed by them at or prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (hii) 25% equity interest certified copies of all necessary resolutions, authorizations and proceedings of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC Vendors and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer Intermeccanica that are required to be performed prior taken or obtained to Closing (including without limitatiosn, those pre-Closing undertakings permit the due and valid transfer and registration of the Shares to and in the Undertaking Lettername of ElectraMeccanica or its designee; (iii) have been fully performed all share certificates representing the Shares endorsed for transfer to ElectraMeccanica or its designee (or, alternatively, instruments of transfer of the Shares from the Vendors in favour of ElectraMeccanica or its designee); (iv) a duly issued share certificate representing the Shares registered in the name of ElectraMeccanica or its designee; (v) resignations and satisfiedgeneral releases of claims from each of the directors and officers of Intermeccanica; (vi) the minute books and other books and records of Intermeccanica; and (vii) such other documents and instruments as are reasonably required by ElectraMeccanica or its designee or their solicitors.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject On or prior to the satisfaction (as determined at Buyer’s reasonable discretion) of date hereof, each of the following conditions precedent shall have been satisfied and thereafter this Amendment shall be binding upon and inure to Closing (“CPs”), unless otherwise expressly waived the benefit of the Borrower and the Lender and their respective successors and assigns. Borrower agrees that the failure to satisfy any of the conditions set forth in this Amendment shall in no way affect or impair the obligations of Borrower or be construed as a waiver by Buyer in writing:the Lender of any of the Lender’s rights under the Credit Agreement. (a) All The Lender shall have received each of the representations following: i. this Amendment, duly authorized and warranties executed by the Borrower; ii. an Amended and Restated Promissory Note, dated the date hereof and otherwise in the form attached hereto as Exhibit A, duly executed by Borrower; iii. an Acknowledgement and Confirmation of Seller set forth hereunder are trueGrantors, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and dated as of the Closing Date date hereof and otherwise in the form attached hereto as Exhibit B, duly executed by Holdings and Borrower; iv. resolutions of the board of directors of Borrower approving and authorizing the execution, delivery and performance by Borrower of this Amendment and the other Loan Documents contemplated hereby and the borrowing of the Additional Term A Loan for the purposes specified herein, and signature and incumbency certificates of the officers of Borrower executing this Amendment and the other Loan Documents delivered in connection herewith, all certified by Borrower’s secretary or assistant secretary as being in full force and effect without modification; v. such other agreements, documents, instruments and certificates as the Lender may reasonably request; and vi. in connection with the same effect as if such representations and warranties were made on and as advance of the Closing DateAdditional Term A Loan, and Seller has signed and issued a Closing Memorandum cash in the amount of $705,000, being the additional commitment fee payable pursuant to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as Section 2.7.2 of the Closing Date;Credit Agreement. (b) Seller hasBorrower shall have duly and properly performed, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreementsand observed each of its covenants, agreements and obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedAmendment.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to This Agreement shall become effective upon the satisfaction (as determined at Buyer’s reasonable discretion) by the Borrower or the waiver by the Lenders of each of the following conditions precedent to Closing (the time as at which such conditions precedent are satisfied or waived being the “CPsClosing”), unless otherwise expressly waived by Buyer in writing:): (a) All the representations and warranties contained in Article 10 shall be true and correct in all material respects, the satisfaction of Seller set forth hereunder are true, complete and not misleading which condition shall be certified in any material aspects when made, throughout the Interim Period, and on and as certificate of a Responsible Officer of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum Borrower delivered pursuant to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing DateSection 8.1(d); (b) Seller has, and has caused ▇▇. ▇▇there shall exist no Default or Event of Default as of the date hereof, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained satisfaction of which condition shall be certified in the Transaction Documents that are required to be performed or complied with by Seller or any certificate of a Responsible Officer of the aforementioned parties on or before the Closing DateBorrower delivered pursuant to Section 8.1(d); (c) The Target Company has the Agent shall have received all twelve (12) original copies of this Agreement and the third party consents Subordination Agreements, duly executed by the Borrower, the Agent and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c)Lenders; (d) The Target Company and Seller the Agent shall have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation twelve (12) original copies of a certificate of a Responsible Officer of each of the Equity TransferBorrower certifying as to and attaching any changes to its constating documents or by-laws since the completion of the Original Credit Agreement, including (1) the Registration Voucher issued by competent level authorization of MOFCOM indicating Buyer’s legal title this Agreement and the Subordination Agreements, incumbency and such other matters as the Agent reasonably requires, in form and substance satisfactory to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6Agent; (e) The Parties the Agent shall have executedreceived twelve (12) original copies of an opinion of the Borrower’s Counsel, addressed to the Agent, each Lender and their counsel, in respect of the Borrower, this Agreement and the Subordination Agreements, corporate existence, corporate capacity and authority, corporate authorization, execution and delivery, validity and enforceability, and have caused such other matters as the Target Company or other relevant Affiliates Agent reasonably requires, in form and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related substance satisfactory to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;Agent; and (f) The Parties the Agent shall have agreed on the substance and form received eleven (11) original copies of the OEM and Licensing Agreementan opinion of Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related counsel to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller Agent and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6Lenders, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of such matters as the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed Agent reasonable requires, in form and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation substance satisfactory to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedAgent.

Conditions Precedent to Closing. (a) The obligations obligation of Buyer Purchaser to consummate the Closing close under this Agreement is subject to all of the Equity Transfer following: (i) Seller shall not have breached any of its representations, warranties, or covenants under this Agreement; Seller's representations and pay warranties shall be true and correct as of the date of Closing; and Seller shall have complied with all of the obligations required to be performed by Seller under this Agreement at or prior to Closing. (ii) The Title Company shall be unconditionally prepared to issue an owner's title insurance policy on the ALTA form and with such endorsements as selected by Purchaser in an amount equal to the Purchase Price insuring Purchaser's ownership of the Property subject to Seller no exceptions, except for those Title Objections which Purchaser elects to waive pursuant to Section 3.3 are 4 above. (iii) Purchaser shall have received all Approvals for the Project on a valid, irrevocable, unqualified and unconditioned basis, and such Approvals shall be final and not subject to appeal or litigation. (iv) The absence of any material changes in the satisfaction (as determined at Buyer’s reasonable discretion) of each status of the following use, title, occupancy, or physical condition of the Property (unless caused or consented to by Purchaser). (v) Geotechnical and soil conditions suitable for Purchaser’s intended development of the Property, in compliance with the Brownfields Notice, in form and substance acceptable to Purchaser in its sole and absolute discretion. (vi) Seller shall have delivered the SEDG Release. (vii) Seller shall have prepared, delivered, and placed an instrument of record, in substance and form reasonably acceptable to Purchaser, stating that, among other things, the construction timeline set forth in this Agreement shall control in the event of a conflict between this Agreement and Section 5.3 of Declaration of Covenants, Conditions, and Restrictions for Union Square South Elm Development Group as set forth in Exhibit H attached hereto. (viii) Purchaser’s internal corporate approval of the Property for a new store location. (b) In the event that any of the conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All the representations and warranties of Seller set forth hereunder are true, complete and in Section 11(a) above have not misleading in any material aspects when made, throughout the Interim Period, and been fulfilled on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, or will not be fulfilled by the Closing Date, whether by way of example and Seller has signed and issued a Closing Memorandum not limitation, due to Buyer certifying the rejection of an Approval or to Purchaser's determination in good faith that all such representations conditions precedent likely will not be satisfied prior to the Closing Date (without taking into account any potential extensions thereof), Purchaser shall have the right, at its option, to (i) waive the unsatisfied condition(s) precedent and warranties proceed to Closing, (ii) terminate this Agreement by delivering written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder (except for those that expressly survive termination of Seller are all truethis Agreement), complete and not misleading or (iii) extend the Closing Date for up to sixty (60) days in any material aspects as order for such condition to be satisfied with the agreement of the Closing Date; Seller which shall not be unduly withheld, without Purchaser waiving its right to exercise either of the options set forth in clauses (bi) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained (ii) above in the Transaction Documents event that are required to be performed or complied with by Seller or any of the aforementioned parties such condition is not satisfied on or before the Closing Date; (c) The Target Company has received all extended date of Closing. Notwithstanding the third party consents and has issued all foregoing provision, in the notices to relevant third parties as required for the consummation event that any of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses conditions precedent set forth on Schedule 7.1(c); (din Section 11(a) The Target Company and Seller above have received and delivered not been fulfilled by the date of Closing due to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transferbreach or default by Seller, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title then Purchaser may, in addition to the Equity Interest remedies set forth above, pursue any and the approval or registration all of the Amended AOA; its rights set forth in Section 16(a) below (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer any termination pursuant to Section 4.6; (eii) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and above shall not prevent Purchaser from exercising any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have its rights set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined forth in Section 6.1(a)(iv16(b) below); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer to consummate Before this Agreement and the Closing of the Equity Transfer other Modification Documents become effective and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each any party becomes obligated hereunder or thereunder, all of the following conditions precedent shall have been satisfied at Borrower’s sole cost and expense in a manner acceptable to Closing (“CPs”), unless otherwise expressly waived by Buyer Lender in writingthe exercise of Lender’s sole judgment: (a) All Lender’s receipt of this Agreement and all other additional documents reasonably required by Lender in connection with the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as modification of the Closing Date with the same effect Loan duly executed by Borrower and Guarantor as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Dateapplicable; (b) Seller hasLender’s receipt of a standard flood hazard determination form for the Property, and has caused ▇▇. ▇▇if applicable, the Target Company or Seller’s other Affiliates and Related Parties evidence of flood insurance coverage (including contents coverage, as applicable) satisfactory to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing DateLender; (c) The Target Title Company has received all shall have issued, or shall have irrevocably committed to Lender’s reasonable satisfaction to issue, such endorsements to Lender’s existing policies of title insurance on the third party consents and has issued all the notices to relevant third parties Property as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c)Lender shall require; (d) The Target Company Borrower shall have paid the Lender a non-refundable extension fee of One Hundred Thirty-One Thousand Six Hundred Twenty-Three and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including 31/100 Dollars (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6$131,623.31); (e) The Parties Borrower shall have executedpaid the Lender all documented fees, commissions, costs, charges, taxes and have caused other expenses incurred by the Target Company or other relevant Affiliates Lender and Related Parties to execute, its counsel in connection with this Agreement, including, but not limited to, reasonable fees and expenses of the Escrow AgreementLender’s outside counsel and all recording fees, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract taxes and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documentscharges; (f) The Parties have agreed on the substance and form No Event of Default or Default under any of the OEM Loan Documents shall exist and Licensing Agreement, be continuing as of the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreementdate hereof; (g) Prior All of the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of the effective date hereof except to the Closing Date, there has been no Material Adverse Change extent such representations and warranties expressly relate to the Target Company, or the Assets or operation an earlier date (in which case they shall be true and correct in all material respects on and as of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Companysuch earlier date); (h) 25% equity interest of At least five (5) days prior to the Target Company is owned by a shareholder consented by BuyerEffective Date: (i) Borrower shall have provided to Lender, as duly registered with SAIC and Lender shall be reasonably satisfied with, the documentation and other information requested by Lender in connection with applicable authorities“know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act; and (ii) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver to Lender a Beneficial Ownership Certification in relation to such Borrower, and the information included in such Beneficial Ownership Certification shall be true and correct in all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement;respects; and (i) The key assets No material adverse change shall have occurred in the financial condition or operation of Samuk listed in Schedule 6.3 have been transferred to Borrower or Guarantor since the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and most recent financial statements were delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings Lender. Notwithstanding the date of Seller this Agreement, the Effective Date of this Agreement is June 29, 2018, the date when the foregoing Conditions Precedent were either satisfied or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedwaived by Lender.

Conditions Precedent to Closing. 10.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 10.1.1 All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are true, complete in this Agreement shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Effective Date, and Seller has signed and issued a Closing Memorandum shall not have on or prior to Buyer certifying that all such representations and warranties of Seller are all trueclosing, complete and not misleading failed to meet, comply with or perform in any material aspects respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3 Seller shall, no less than four (4) days prior to the Closing, deliver to Buyer estoppel certificates for tenants representing seventy-five percent (75%) of the square feet which are leased by tenants as of the Closing Date; Effective Date (b“Estoppel Threshold”), which shall include Tenant Estoppels (as defined herein) for Titan, St. Paul’s and Verizon or their respective successors or assigns. Seller hasshall, pre-closing, cooperate with Buyer in obtaining, but shall not be obligated to obtain, any subordination, non-disturbance and has caused ▇▇. ▇▇attornment agreement requested by Buyer’s Lender, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents form of Exhibit J attached hereto and incorporated herein by this reference, for any lease that does not contain automatic subordination language. All estoppel certificates shall be substantially in the form which such tenants are required to provide pursuant to the terms of each tenant’s respective lease, or, at Seller’s option, in the form of Exhibit G attached hereto and incorporated herein by this reference (“Tenant Estoppel”). Seller, in its sole discretion, will add commercially reasonable content to the Tenant Estoppel, as requested, to satisfy Buyer’s lender. For purposes of the foregoing sentence, the determination of “commercially reasonable content” shall be performed or complied with determined by Seller in its sole discretion. Seller shall have no liability or any responsibility for the information set forth in the estoppel certificates delivered by the tenants. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose materially adverse matters and/or are inconsistent with the documents delivered pursuant to Section 4.1.10. Buyer shall notify Seller within four (4) business days of receipt of a copy of the aforementioned parties executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, but in no event later than fifteen (15) days after Buyer’s disapproval of same, this Agreement shall terminate, Buyer shall receive a refund of the Deposit and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. 10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Seller shall not have on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices prior to relevant third parties closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required for by the consummation terms of this Agreement. 10.2.2 Seller shall have received approval of the transactions contemplated hereunderSale from all entities comprising Seller not later than twenty (20) business days following the Effective Date. Upon receipt of such approval, including without limitationSeller shall immediately notify Buyer of such approval in writing (“Seller’s 10.2.2 Approval”). In the event Seller shall not receive such approval, consents from Seller shall provide Buyer with written notice of such non-approval (“Seller’s 10.2.2 Notice”), terminate the banksAgreement, guaranteesand, mortgagees and other relevant counter parties under those Material Contracts that contain “change notwithstanding Section 2.1.1 of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered this Agreement, return the Deposit to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; within two (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effectivebusiness days after Seller’s 10. 2.2 Notice, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties neither party shall have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered further obligations to the other Party executed originals of hereunder except Buyer’s indemnification under Section 5. If any such documents; (f) The Parties have agreed on condition is not fully satisfied by Closing, the substance party in whose favor the condition runs shall notify the other party and form may terminate this Agreement by written notice whereupon this Agreement may be canceled, upon return of the OEM and Licensing AgreementDue Diligence Items and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a failure to satisfy the Technology License Agreementconditions precedent set forth in Section 10.1, Seller may, within ten (10) days of receipt of Buyer’s notice agree to satisfy the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to condition by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory written notice to Buyer, as determined in and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. Closing may be delayed by Seller for up to ten (10) days after Seller’s receipt of Buyer’s reasonable discretion after an auditnotice to allow Seller time to satisfy such conditions. If Seller fails to timely cure any condition set forth in Section 10.1, pursuant to Section 6.7; (n) this Agreement shall be canceled, Buyer has obtained approval from its bank(s) or other financing partners to support its payment shall receive a refund of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted Deposit and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) neither party shall have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedany further liability hereunder.

Conditions Precedent to Closing. 3.4.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of Parties shall ensure that each of the conditions set out in this Article 3.4 is either met or waived by the relevant Party no later than eleven (11) months from the Execution Date (the "Closing Period"). 3.4.2 The Concessionaire shall ensure that the following conditions precedent to Closing (“CPs”)are met, unless otherwise expressly or waived by Buyer the Grantor, as soon as possible following the Execution Date and, in writing:any event, no later than the last day of the Closing Period (the "Conditions for the Benefit of the Grantor"). (a) All the representations and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout Concessionaire shall have delivered the Interim Period, and on and as following documents to the Grantor: (i) executed copies of the Closing Date Project Agreements; (ii) the Construction Security duly executed in accordance with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing DateArticle 10.1; (b) Seller has, the Concessionaire shall have submitted the EIA conducted in accordance with the terms of reference set forth in Appendix 11 (Terms of Reference for EIA) to the competent Government Entity and has caused ▇▇. ▇▇, adressed a copy to the Target Company or Seller’s other Affiliates and Related Parties Grantor in due time to have, performed and complied with all agreements, obligations and covenants contained in allow the Transaction Documents that are required to be performed or complied with by Seller or any issuance of the aforementioned parties on or before relevant Permits during the Closing DatePeriod; (c) The Target Company has received the Concessionaire shall have obtained all the third party consents and has issued all the notices Permits required to relevant third parties as required for the consummation start construction of the transactions contemplated hereunder, including without limitation, consents from Port Facility or otherwise required to perform its obligations during the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c)Construction Period; (d) The Target Company and Seller the Concessionaire shall have received and delivered subscribed to Buyer all regulatory approvals and filing certificates legally the insurance policies required for the consummation Construction Period in accordance with Article 34 and provided to the Grantor evidence of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6same; (e) The Parties the Concessionaire shall have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documentsachieved Financial Close; (f) The Parties the Concessionaire shall have agreed on executed the substance Direct Agreement with the Grantor and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this AgreementLenders; (g) Prior to the Closing Date, there has been no Material Adverse Change to Concesisonaire shall have procured the Target Company, or execution by the Assets or operation Key Subcontractors of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;Key Subcontractors Direct Agreement; and (h) 25% equity interest the Concessionaire shall have executed the Key Subcontractors Direct Agreement with the Grantor and each of the Target Company Key Subcontractors. The Concessionaire shall inform the Grantor as soon as it considers that it is owned by in a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered position to meet the above conditions (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 except those that may have been transferred to waived by the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements Grantor in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(ivwriting); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. 6.1 The obligations of Buyer to consummate the Closing obligation of the Equity Transfer and pay Purchaser to complete the Purchase Price to Seller pursuant to Section 3.3 are purchase of the Shares shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of Vendor providing the Purchaser with the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingon or before Closing: (a) All A certified copy of resolutions of the Directors of the Company authorizing the transfer of the Shares from the Vendors to the Purchaser, the registration of the Shares in the name of the Purchaser and the issuance of a share certificate in the name of the Purchaser; (b) Share certificates representing the Shares issued in the name of the Vendors accompanied by a duly executed Irrevocable Power of Attorney to transfer such share; (c) A share certificate registered in the name of the Purchaser, signed by the President of the Company, representing the Shares; and (d) The corporate seal and minute books of the Company. 6.2 The conditions precedent set forth in subparagraph 6.1 are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing, in whole or in part, on or before Closing. Any such waiver by the Purchaser shall not prejudice or affect the rights of the Purchaser in respect of the warranties and representations of the Vendor set forth in paragraph 1 of this Agreement which shall survive Closing. 6.3 The obligation of the Vendors to complete the sale of the Shares shall be subject to the Purchaser providing the Vendors with the following on or before Closing: (a) A certified copy of resolutions of the Director of the Purchaser authorizing the issuance of the Purchaser Shares to the Vendors in accordance with paragraph 4.1 hereof and appointing ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as directors of the Purchaser; and (b) Share certificates representing the Purchaser Shares issued in the name of the Vendors. 6.4 The conditions precedent set forth in subparagraph 6.3 are for the exclusive benefit of the Vendors and may be waived by the Vendors in writing, in whole or in part, on or before Closing. Any such waiver by the Vendors shall not prejudice or affect the rights of the Vendors in respect of the warranties and representations of the Purchaser set forth in paragraph 2 of this Agreement which shall survive Closing. 6.5 It is mutually understood and agreed by and between the Parties that the terms of this Agreement will be subject to all of the representations and warranties of Seller set forth hereunder are true, complete the Vendors and not misleading Purchaser made in any or pursuant to this Agreement being true and correct in all material aspects when made, throughout the Interim Period, respects at Closing and on and as of the Closing Date with the same effect as if such representations and warranties were made on at and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedClosing.

Conditions Precedent to Closing. A. Conditions to the Obligations of Each of the Parties: The obligations obligation of Buyer each of the parties hereto to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are transactions provided for herein is subject to the satisfaction (fulfillment on or prior to the Effective Time of each of the following conditions: 1. The shareholders of Ottawa shall have duly adopted this Agreement in accordance with and as determined required by law and in accordance with its Certificate of Incorporation and Bylaws. 2. All necessary governmental and regulatory orders, consents, clearances and approvals and requirements shall have been secured and satisfied for the consummation of such transactions, including without limitation, those of the Federal Reserve System, the Michigan Division of Financial Institutions, the Department of the Treasury, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation to the extent required. 3. Prior to or at Buyer’s reasonable discretionthe Effective Time, no material investigation by any state or federal agency shall have been threatened or instituted seeking to enjoin or prohibit, or enjoining or prohibiting, the transactions contemplated hereby and no material governmental action or proceeding shall have been threatened or instituted before any court or government body or authority, seeking to enjoin or prohibit, or enjoining or prohibiting, the transactions contemplated hereby other than investigations, actions and proceedings which have been withdrawn prior to or at the Effective Time without material adverse effect to Fifth Third or Ottawa and other than regularly-scheduled regulatory examinations. 4. Any waiting period mandated by law in respect of the final approval by any applicable Federal or State regulator(s) of the transaction contemplated herein shall have expired. 28NEXT PAGE 5. Fifth Third shall have registered its shares of Common Stock to be issued to the Ottawa shareholders hereunder with the SEC pursuant to the Securities Act of 1933, as amended, and with all applicable state securities authorities. The registration statement with respect thereto shall have been declared effective by the SEC and all applicable state securities authorities and no stop order shall have been issued. The shares of Fifth Third Common Stock to be issued to the Ottawa shareholders hereunder shall have been authorized for trading on the Nasdaq Stock Market upon official notice of issuance. B. Conditions to the Obligations of Fifth Third: The obligation of Fifth Third to consummate the transactions provided for herein is subject to the fulfillment at or prior to the Effective Time of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer Fifth Third in writinga writing delivered to Ottawa which specifically refers to the condition or conditions being waived: (a) 1. All of the representations and warranties of Seller Ottawa set forth hereunder are true, complete in Section II of this Agreement shall be true and not misleading correct in any all material aspects when made, throughout respects as of the Interim Period, date of this Agreement and on at and as of the Closing Date with the same effect (as hereinafter defined) as if each such representations representation and warranties were made warranty was given on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all except for (i) any such representations and warranties made as of Seller are a specified date, which shall be true and correct in all truematerial respects as of such date and (ii) inaccuracies of representations and warranties which would not have, complete or would not reasonably be expected to have, a material adverse effect on the financial condition, business or operations of Ottawa, AmeriBank and the Non-Bank Subsidiaries taken as a whole. 2. Ottawa shall have performed all of the obligations required of it under the terms of this Agreement in all material respects. 3. Silver, ▇▇▇▇▇▇▇▇ & Taff, L.L.P., counsel for Ottawa, shall have delivered an opinion addressed to Fifth Third in substantially the form appended hereto as Appendix A. 4. The aggregate amount of consolidated shareholders' equity (including Common Stock, Additional Paid-In Capital and Retained Earnings and excluding Treasury Stock) of Ottawa immediately prior to the Effective Time, as shown by and reflected in its books and records of accounts on a consolidated basis in accordance with GAAP, consistently applied, shall not misleading in be less than $75,000,000. For purposes of this subparagraph 4 to Section VI.B., (A) any material aspects expenses or accruals after the date hereof relating to (i) the adjustments contemplated by Section IV.B.(i) herein, (ii) termination or funding of any of Benefit Plans of Ottawa, AmeriBank and the Non-Bank Subsidiaries as contemplated herein, (iii) expenses associated with this Agreement and the transactions contemplated herein, and (iv) expenses and losses associated with valuing of Ottawa's or AmeriBank's investments at current market value as required by GAAP (including SFAS 115) shall be excluded for purposes of calculation of Ottawa's shareholders' equity as contemplated herein prior to the Effective Time. 5. Fifth Third's independent certified public accountants shall have reviewed the unaudited consolidated financial statements of Ottawa as at the end of the month immediately preceding the Effective Time, as well as the unaudited separate financial statements of AmeriBank 29NEXT PAGE and the Non-Bank Subsidiaries as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to havesame date, performed such other auditing procedures as may be requested by Fifth Third and complied with all agreementsreported in good faith that they are not aware of any material modifications which would have a material adverse effect on the financial condition of Ottawa, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller AmeriBank or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer Non-Bank Subsidiaries taken as a 75% shareholder whole that should be made in order for such financial statements to (i) be in conformity with GAAP, consistently applied, excluding the presentation of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effectivefootnotes, and (4ii) accurately state the SAFE Approval issued by competent level financial condition and results of SAFE with regard to operations of Ottawa, AmeriBank and the Non-Bank Subsidiaries. 6. The receipt of a certificate from Ottawa, AmeriBank and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executedthe Non-Bank Subsidiaries, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to chief executive officer and chief financial officer of each, dated the Closing Date, there has been no Material Adverse Change certifying to their best knowledge and belief that: (i) all of the Target Companyrepresentations and warranties set forth in Section II hereof were true and correct as of the date of this Agreement and as of the Effective Time in all material respects, except for (y) any such representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date, and (z) inaccuracies of representations and warranties which would not have, or the Assets or operation of the Target Companywould not reasonably be expected to have, including but not limited to a material adverse effect on the financial condition, operating resultsbusiness or operations of Ottawa, AmeriBank, and the Non-Bank Subsidiaries taken as a whole; and (ii) it has met and fully complied in all material respects with all of the obligations required of it under the terms of this Agreement, except for breaches of obligations which would not have, or would not reasonably be expected to have, any material adverse effect on the financial condition, business prospectsor operations of Ottawa, customer relationsAmeriBank and the Non-Bank Subsidiaries, supplier relations taken as a whole. 7. The total issued and employees outstanding shares of Ottawa Common Stock shall not exceed 7,477,841 shares including all options to purchase Ottawa Common Stock, plus shares issued in connection with Ottawa's Dividend Reinvestment Program as permitted herein. (a) In consideration of the Target Company; consummation of this transaction, the Directors of Ottawa shall execute and deliver to Fifth Third an agreement by which the Directors shall agree for a period of two (h2) 25% equity interest of years after the Target Company is owned by a shareholder consented by BuyerEffective Time to refrain from directly or indirectly, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge whether for their own account or for the benefit account of Buyer according to the Parties’ agreement; any other person, firm, corporation, or other business organization, (i) The key assets in the states of Samuk listed Michigan, Ohio, Kentucky, Indiana, Florida or Arizona, engage in Schedule 6.3 have been transferred providing Banking Services (as defined below) as an employee, officer, director, or consultant on behalf of any other business organization who is a competitor of Fifth Third, (ii) provide Banking Services to any Client (as defined below), (iii) make any statement or take any actions that may interfere with Fifth Third's or any Affiliate's business relationships with any Client, (iv) contact either directly or indirectly any Client or otherwise induce or attempt to induce any Client to enter into any business relationship with any person or firm other than Fifth Third or an Affiliate relating to Banking Services of any type, (v) endeavor or entice away from Fifth Third any person who the Target Company Director has actual knowledge that such person is, or was at any time during the Sub pursuant period the Director was employed by Fifth Third or during the Restricted Period, employed by or associated with Fifth Third as an executive, officer, employee, manager, salesperson, consultant, independent contractor, representative or other agent, or (vi) take any actions that may interfere with Fifth Third's property rights in lists of Clients or otherwise diminish the value of such lists to Fifth Third. Notwithstanding any provision contained in this Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from 8, the Target Company and become independent dealers separate from the Target Company pursuant restrictions contained herein shall not be applicable to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount any activity of the Related Director or any activity of his or her spouse which existed at 30NEXT PAGE the time of this Agreement and which was disclosed by the Director to Fifth Third, and may be waived by Fifth Third Party Guarantees with respect to one or under RMB321,800,000 pursuant more Directors in writing at any time and from time to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures time in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable Fifth Third's sole discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval receipt of a written request from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.any Director

Conditions Precedent to Closing. The obligations of Buyer to consummate Closing and the Closing initial disbursement of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are Loans shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) All The Loan Documents shall have been appropriately completed, duly executed by the representations parties thereto, recorded where necessary and warranties of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout delivered to the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;Administrative Agent. (b) Seller has, No Default or Event of Default shall have occurred and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date;continuing. (c) The Target Company has received All representations and warranties contained herein shall be true and correct in all respects at the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);Closing Date. (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s All legal title matters incident to the Equity Interest Loans shall be reasonably satisfactory to the Administrative Agent, and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC Borrower agrees to execute and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard deliver to the receipt Administrative Agent such additional documents and settlement of foreign exchange payment for equity transfer pursuant certificates relating to Section 4.6;the Loans as the Administrative Agent reasonably may request. (e) The Parties Financing statements in form and substance satisfactory to the Administrative Agent shall have executedbeen properly filed in each office where necessary to perfect the security interest of the Administrative Agent, and for the ratable benefit of the Lenders, in the Collateral, termination statements shall have caused the Target Company or other relevant Affiliates and Related Parties been filed with respect to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related financing statements covering all or any portion of the Collateral, except with respect to the Equity Transfer as required to be executed pursuant to financing statements perfecting Liens permitted by this Agreement, and all Taxes and fees with respect to such recording and filing shall have delivered to been paid by the other Party executed originals of such documents;Borrower. (f) The Parties Borrower shall have agreed on delivered to the substance and form Administrative Agent (1) a certificate executed by the Secretary of the OEM Borrower certifying (A) copies of evidence of all company actions taken by the Borrower to authorize the execution and Licensing Agreementdelivery of the Loan Documents, (B) copies of the Technology License Agreement, Organizational Documents of the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service AgreementBorrower, and any other Transaction Documents related to (C) a certificate of incumbency for the Equity Transfer officers of the form of which are required to be agreed to by Borrower executing the Parties pursuant to this Agreement; Loan Documents, (g2) Prior a good standing certificate, dated not more than 10 days prior to the Closing Date, from the appropriate state official of any state in which the Borrower is organized, and (3) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (g) The Administrative Agent shall have received financing statement, judgment and Tax lien searches reflecting that there has been are no Material Adverse Change to Liens outstanding against the Target Company, Collateral other than those created or permitted by this Agreement or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;other Loan Documents. (h) 25% equity interest of The Administrative Agent shall have received evidence that the Target Company insurance on the Collateral required by this Agreement has been obtained and is owned by a shareholder consented by Buyer, as duly registered with SAIC in full force and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement;effect. (i) The key assets of Samuk listed Administrative Agent shall have received evidence satisfactory to it that all governmental, equity holder and third party consents and approvals necessary in Schedule 6.3 connection with the transactions contemplated hereunder have been transferred to the Target Company or the Sub pursuant to Section 6.3;obtained and remain in effect. (j) Shenzhen Maximal The Borrower shall have executed and Shanghai Maximal have been carved out from delivered each other Loan Document required hereunder and the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4;Recapitalization Agreement. (k) Seller The Administrative Agent shall have received a written opinion of counsel to the Borrower in form and the Target Company have signed and delivered amended intercompany loan agreements in a form substance reasonably satisfactory to Buyer pursuant to Section 6.5;the Administrative Agent. (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer;The Estimated Closing Adjusted Tangible Net Book Value shall be at least $0. (m) The Target Company has implemented the Compliance Measures Borrower shall have committed Warehouse Financing Agreements in a manner form and to an extent substance satisfactory to Buyer, as determined the Lenders in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7;its sole discretion. (n) Buyer has obtained The Borrower shall have entered into Settlement Agreements, as defined in the Recapitalization Agreement, and filed a joint motion for preliminary approval from its bank(s) or other financing partners to support its payment of the total amount Settlement Agreements with the U.S. District Court for the Northern District of Purchase Price;California. (o) The Target Company’s working capital has been adjusted Borrower and maintained at FBR shall have executed the normal level as defined Mortgage Loan Indemnity Agreement, which agreement shall be in Section 6.1(a)(iv);form and substance satisfactory to NLC Holding in its sole discretion. (p) All obligations The Borrower and covenants the Administrative Agent shall have agreed to the appropriate level of balance sheet reserves to be set forth on Annex A. (q) The Borrower shall have delivered schedules to this Agreement, which schedules shall be in form and substance satisfactory to NLC Holding in its sole discretion. (r) Buyer shall have received evidence to its satisfaction that the Escrow Fund formerly held by the Borrower has been deposited as security to satisfy Litigation claims of the Borrower and its Subsidiaries pursuant to the settlement agreements in respect of the Entity Classification Elections pursuant Class Action Lawsuits referred to in Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied6.16 hereof.

Conditions Precedent to Closing. The Section 15.01. (a) Purchaser's obligations of Buyer to consummate close title under this Agreement on the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are Date shall be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent on or prior to the Closing (“CPs”), unless otherwise expressly waived by Buyer in writingDate: (ai) All the all of Seller's representations and warranties made in this Agreement shall be true and correct in all material respects as of Seller set forth hereunder are true, complete and not misleading in any material aspects when made, throughout the Interim Period, and on date hereof and as of the Closing Date with (except to the same effect as if extent such representations and warranties were made on and speak as of an earlier date, they shall be true in all material respects as of such earlier date); provided, however, that Purchaser shall be obligated to consummate the Closing Datewithout any adjustment in the Purchase Price if the aggregate amount of Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement is equal to or less than $25,000.00 (the "Basket Amount"). If the aggregate amount Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement exceeds the Basket Amount, Purchaser shall be entitled to recover such Losses in excess of the Basket Amount from Seller at Closing by means of an adjustment or credit to the Purchase Price, or after Closing, as applicable, in accordance with any Purchaser's Loss Notice delivered in accordance with Section 10.03 hereof; provided, however, that in no event shall Seller's liability hereunder, and Seller has signed Purchaser's credit on account thereof, exceed $250,000.00 (the "Maximum Credit Amount"). If the aggregate amount of any credits which Purchaser would otherwise be entitled to receive pursuant to this Section 15.01(a) exceeds the Maximum Credit Amount, then Purchaser shall have the right to terminate this Agreement and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as receive the return of the Downpayment (in which event neither party shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement); provided, however, that Purchaser shall not be permitted to terminate this Agreement if Seller elects (it being acknowledged that Seller shall have the right but not the obligation to make such election) to grant a credit to Purchaser at Closing Date;in the aggregate amount by which the Losses exceeds the Basket Amount. In the event that there is a dispute as to whether Purchaser has incurred any Loss or Losses as a result of any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement, then, unless the aggregate amount thereof exceeds the Maximum Credit Amount, the Closing shall occur without adjustment regarding same; provided, however, that a portion of the Purchase Price equal to the disputed amount (up to the Maximum Credit Amount) shall be held in escrow by the Escrow Agent pending resolution of the dispute. (bii) Seller hasshall have performed, and has caused ▇▇. ▇▇in all material respects, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required agreements undertaken by it herein to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;. (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (kiii) Seller obtaining, at Seller's sole cost and expense, the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedParking Variance.

Conditions Precedent to Closing. The obligations of Buyer to consummate Unless waived by the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined Parties before or at Buyer’s reasonable discretion) of each of Closing, the following shall be conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingClosing: (ai) All Neither Party will be obligated to complete the representations and warranties of Seller set forth hereunder are truetransaction contemplated in this Agreement unless, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of before the Closing Date, Buyer and Seller has signed the City of South Bend, acting by and issued a through its Board ofPublic Works (the "BPW''), the owner ofthe Leighton Garage and the ▇▇▇▇▇ Street Garage, have agreed upon the form ofa written agreement to be delivered by Buyer and the BPW at Closing Memorandum to Buyer certifying that all such representations concerning ownership and warranties of Seller are all true, complete and not misleading in any material aspects as maintenance of the Closing Date;fa9ade of the Leighton Garage, maintenance of the Leighton Garage structure, ownership and maintenance of the fa9ade of the ▇▇▇▇▇ Street Garage, maintenance ofthe ▇▇▇▇▇ Street Garage structure, use restrictions on the Michigan Street Lots and the ▇▇▇▇▇ Street Lots, and other matters of mutual interest (the "Maintenance And Fa9ade Easement Agreement"). The Commission agrees to endorse and support ▇▇▇▇▇'s effort to reach such an agreement with the BPW. (bii) Seller hasNeither Party will be obligated to complete the transaction contemplated in this Agreement unless, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; , Buyer and the City of South Bend, acting by and through its Board ofPark Commissioners (c) The Target Company has received all the third party consents "BPC"), acting as the BPW's agent for management and has issued all the notices to relevant third parties as required for the consummation operations of the transactions contemplated hereunderparking facilities within the Leighton Garage under that certain Agency Agreement dated October 24, including without limitation2016, consents from have agreed upon the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change form of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and a written agreement to be delivered to by Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of BPC at Closing concerning the Amended AOA; provision ofno more than sixteen (216) parking spaces in the New Business License issued Leighton Garage for use by competent level of SAIC ▇▇▇▇▇'s tenants and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; Buyer's tenants' employees, and ofno more than three (3) other registration records issued parking spaces in the ▇▇▇▇▇ Street Garage for use by SAIC evidencing Buyer's tenants and Buyer's tenants' employees (the Amended AOA has been approved and effective, and (4) "Parking Agreement"). Such agreement will provide that the SAFE Approval issued by competent level of SAFE with regard BPC's provision ofsaid parking spaces will be subject to the receipt parking rules and settlement rates established under Resolution No. 42-2016 ofthe BPW, as confirmed by Resolution No. 4603-16 ofthe South Bend Common Council, as such rules and rates may be amended from time to time by official action of foreign exchange payment for equity transfer the BPW and the South Bend Common Council pursuant to Section 4.6; (e) IC 36-9-11-7, as amended. The Parties Commission agrees to endorse and support ▇▇▇▇▇'s effort to reach such an agreement with the BPC. Notwithstanding any provision of this Agreement to the contrary, in the event this transaction is not completed due to the failure of one or more of the foregoing conditions, Seller shall have executedno liability for any of Buyer's losses, and have caused damages, costs, or expenses of any kind, including attorney fees, incurred in connection with its proposed acquisition of the Target Company or other relevant Affiliates and Related Parties to execute, Property under this Agreement, provided, however, that Seller will return the Escrow Agreement, ▇▇▇▇▇▇▇ Money Deposit to Buyer in the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related event this transaction is not completed due to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals failure of such documents; (f) The Parties have agreed on the substance and form one or more of the OEM foregoing conditions that is within Seller's responsibility and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedcontrol.

Conditions Precedent to Closing. The obligations of Buyer to consummate Unless waived by the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined Parties before or at Buyer’s reasonable discretion) of each of Closing, the following shall be conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingClosing: (ai) All In accordance with the representations terms of Section 11 below, Buyer’s Property Improvements will include the construction of multiple commercial buildings on the Property. In addition to all other applicable requirements and warranties of Seller set forth hereunder are trueprocedures, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and as including without limitation seeking approval of the Closing Date with planned unit development architectural review board having authority over the same effect as if such representations and warranties were made on and as of Property, Buyer will, before the Closing Date, cooperate in good faith with the City Planner for the City of South Bend (the “City Planner”) in developing its construction design and plans for the Property (the “Construction Plan”). Unless the City Planner, in his sole discretion, approves the following elements of the Construction Plan, Seller has signed and issued a Closing Memorandum will have no obligation to complete the conveyance of the Property to Buyer certifying as contemplated in this Agreement: (i) number and density of buildings; (ii) exterior building materials, including color; (iii) exterior building design, including roofline, building articulation, and placement and type of windows, doors, and other openings; (iv) ground floor interaction with street frontages; (v) vehicular and pedestrian access; and (vi) storm water management improvements. The Parties mutually acknowledge and agree that the foregoing condition does not supersede or diminish Buyer’s obligation to seek and obtain the approval of all such representations and warranties other necessary governmental or other authorities in connection with its construction of Seller are all truethe Property Improvements. (ii) Buyer will have no obligation to accept Seller’s conveyance of the Property as contemplated in this Agreement unless, complete and not misleading in any material aspects as of before the Closing Date; , (a) the South Bend Common Council has approved, in its discretion and in accordance with applicable laws and procedures, a real property tax abatement upon terms, conditions, and limitations acceptable to both Buyer and the Director of Business Development of the City’s Department of Community Investment; (b) Seller has(or its designee) has obtained the vacation of public alleys on the Property, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with as determined necessary by Seller or any mutual agreement of the aforementioned parties on or before the Closing Date; Parties and in accordance with applicable laws and procedures; (c) The Target Company has received all obsolete utility lines and easements have been removed and released, at the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunderCommission’s expense, including without limitation, consents from the banks, guarantees, mortgagees vacated alleys on the Property; and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation Commission (through its authorized representatives) has obtained a subdivision replat of the Equity Transfer, including Property resulting in its reduction to one (1) lot. Notwithstanding any provision of this Agreement to the Registration Voucher issued by competent level contrary, in the event this transaction is not completed due to the failure of MOFCOM indicating one or more of the foregoing conditions, Seller shall have no liability for any of Buyer’s legal title to the Equity Interest and the approval losses, damages, costs, or registration expenses of any kind, including attorney fees, incurred in connection with its proposed acquisition of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, Property under this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. (a) Buyer's Conditions Precedent. The obligations of Buyer following shall be conditions precedent to Buyer's obligation to consummate the Closing of purchase and sale transaction contemplated herein (the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at "Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing:'s Conditions Precedent"): (ai) All the representations and warranties of Seller set forth hereunder are true, complete Sellers in Section 4 shall be true and not misleading in any material aspects when made, throughout the Interim Period, and on and correct as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, covenants and obligations and covenants contained in the Transaction Documents that are required of Sellers under this Agreement to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents Date shall have been performed or complied with and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller Sellers shall have received executed and delivered to Buyer all regulatory approvals and filing certificates legally required a certificate to that effect in the form attached as Schedule 6(a)(i) hereto ("Sellers' Certificate"). (ii) No material breach or default by either Seller shall have occurred hereunder that has not been cured to Buyer's reasonable satisfaction. Buyer shall provide Sellers with written notice of any material breach or default by Sellers promptly upon Buyer's discovering that such breach or default exists. (iii) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated. (iv) The Nevada Gaming Authorities shall have determined that Buyer is a suitable purchaser for the consummation Premises and shall have approved the sale of the Equity Transfer, including (1) Premises and shall have licensed the Registration Voucher issued by competent level Buyer's ability to assume control and operation of MOFCOM indicating Buyer’s legal title to the Equity Interest Premises and the approval or registration Business as of the Amended AOA; Closing Date. Approvals from all other applicable counties, cities and other municipalities having jurisdiction over the gaming and liquor operations on the Premises shall have been obtained. No certificate of occupancy or any liquor or gaming license shall have been revoked or suspended by the responsible governmental agency. (2v) Sellers shall have executed and delivered to Buyer at the New Business License issued by competent level of SAIC Closing the documents which they are required to so execute and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer deliver pursuant to Section 4.6;8. (evi) Buyer shall have received the legal opinion of Bible, Hoy & Trachok in the form attached hereto as Schedule 6(a)(vi). (vii) The Parties have executedClosing shall not directly or indirectly (with or without notice or lapse of time), violate, contravene, materially conflict with or result in a violation of any law and shall not violate any order or decree of any court or governmental body of competent jurisdiction, and no suit, action, proceeding or investigation shall have caused been brought or threatened by any Person (other than Buyer or an affiliate of Buyer) which questions the Target validity or legality of this Agreement or the transactions contemplated hereby. (viii) Each of the Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder shall have entered into a Share Charge Deed with Confidentiality and Non-Competition Agreement in the form attached hereto as Exhibits 21A and 21B, respectively. (ix) The Buyer shall have received an Alta Owner's and have set up, effectuated Lender's policy of Title Insurance which does not deviate materially from the Title Report and registered (if so required) the Share Charge for the benefit of which shall include all endorsements reasonably requested by Buyer according or Lender and which shall also include leasehold coverage as to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedPiazzo property.

Conditions Precedent to Closing. The obligations of Buyer Buyer's obligation to consummate close pursuant to this Contract is conditioned on the Closing following: A. No material adverse change in the condition of the Equity Transfer Property shall have occurred since the date of this Contract. B. As of closing, there shall be no governmental prohibition (including zoning restrictions or conditions) that prevents Buyer from receiving building permits for construction of the intended improvements. C. As of the closing, there shall be no (i) leases or other occupancy agreements, or (ii) contracts for labor or service that affect the Property. D. All of Seller's covenants and obligations contained in this Contract shall have been performed by Seller, and all of Seller's warranties and representations are true and correct and shall be true and correct at closing. E. No condemnation proceedings or any other matters which might have a material adverse effect on the value of the Property shall be pending or threatened against the Property at the closing. F. Any and all permits, licenses, or qualifications from any Federal, State or other local governmental agencies having jurisdiction over the Property, required for the development of the Property and construction of Buyer's model homes shall be obtained or obtainable. G. Seller gives to Buyer evidence that its development loan financing is in a position to be funded and that the District Bonds have been sold and the proceeds thereof are available to pay for the Purchase Price subdivision improvements required to Seller be constructed in accordance with paragraph 40 hereof. H. Water and sewer shall be available to the Property pursuant to Section 3.3 are subject an agreement with the governmental agencies having jurisdiction and all other utilities shall be available to the satisfaction (as determined at Buyer’s reasonable discretion) of each Property. If any of the following conditions precedent to Closing Buyer's obligation have not been satisfied, Buyer may cancel this Agreement by notifying Seller (“CPs”unless Seller shall satisfy the condition precedent within thirty (30) days after such notice), unless otherwise expressly waived by in which event Seller shall return the Deposit to Buyer. Buyer may waive, at Buyer's option and in writing: Buyer's sole discretion, any of the conditions precedent to Buyer's obligation to close. ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP Date signed: By: s/sRandy Rieger August 12, 1996 --------------- Randy Rieger, as Authorized Agent of ▇▇ein Management Company, Inc., Managing General Partner LENNAR HOMES, INC. Date signed: By: /s/Tom Herman August 9, 1996 ------------- Tom Herman Vice President EXHIBIT (ah) All the representations and warranties of Seller set forth hereunder are trueFIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT, complete and not misleading in any material aspects when made, throughout the Interim Period, and on and dated as of the Closing Date with 26th day of June, 1995 (the same effect "Amendment"), is made by and between Royal Palm Beach Colony, Limited partnership, a Delaware Limited Partnership (hereinafter referred to as if such representations and warranties were made on and as of the Closing Date"BORROWER"), and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties Union Bank of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; Florida (b) Seller has, and has caused ▇▇. ▇▇, the Target Company "Bank" or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c"Lender"); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer Alterra's obligation to consummate purchase and Holding Co.'s obligation to sell its Member Interests in the Companies to Alterra and for the parties to take the other actions required to be taken at the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are is subject to the satisfaction (as determined satisfaction, at Buyer’s reasonable discretion) of each or prior to the Closing, of the following condition: entry by the Bankruptcy Court of a Final Order which approves and authorizes the purchase of the Member Interests and Existing Notes by Alterra in strict accordance with the terms and conditions precedent contemplated herein, including, without limitation, the terms of the Note. Alterra's plan of reorganization and proposed order confirming Alterra's plan of reorganization shall include a provision approving the performance by Alterra of this Agreement. This Agreement is and shall be expressly subject to Closing the approval by the Bankruptcy Court, and if for any reason whatsoever such approval is not obtained during the term hereof, then this Agreement shall be null and void and of no further force or effect. In order for this Agreement to have been approved, the Bankruptcy Court shall have entered an order approving Alterra's performance of the transactions provided for in this Agreement (“CPs”the "Final Order"), unless otherwise expressly waived by Buyer which order shall be in writing: (a) All form and substance consistent with this Agreement and reasonably acceptable to the representations and warranties of Seller set forth hereunder are trueparties hereto. The Final Order shall not have been reversed, complete and not misleading stayed, modified or amended in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties were made on and as of respect prior to the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as the effective date of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any plan of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller reorganization shall have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior occurred prior to the Closing Date. Without limiting the foregoing, there has been no Material Adverse Change the Final Order shall expressly (a) authorize and direct Alterra to perform its obligations under this Agreement and to take or cause to be taken all such actions and to execute and deliver all such documents and instruments, as are necessary to consummate the transactions contemplated by this Agreement in accordance with the terms hereof; (b) approve the terms and conditions of this Agreement, including the purchase of the Member Interests and Existing Notes; and (c) contain a finding that the notice given in the Bankruptcy Case with respect to the Target Companytransactions contemplated hereby was proper, or timely, adequate and sufficient under the Assets or operation circumstances. Holding Co. agrees not to oppose Alterra in seeking approval for this Agreement, to comply with any procedural matters necessary to facilitate the administration of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authoritiesBankruptcy Case, and all shareholders to vote in favor of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) any plan of reorganization proposed by Alterra which incorporates the Share Charge for transactions contemplated herein. Alterra's obligation to purchase the benefit of Buyer according to Member Interests in the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner Companies and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or take the other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are actions required to be performed taken at the Closing is further subject to the delivery, at or prior to Closing (including without limitatiosnthe Closing, those pre-Closing undertakings in of the Undertaking Letter) have been fully performed General Releases, signed by Holding Co. and satisfiedeach Investor. Holding Co.'s failure to deliver the General Releases shall not give rise to any claim for damages by Alterra against Holding Co., but shall only give Alterra a right not to close pursuant to the previous sentence.

Conditions Precedent to Closing. 10.1 The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 10.1.1 All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are true, complete in this Agreement shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Effective Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum shall not have, on or prior to Buyer certifying that all such representations and warranties of Seller are all trueClosing, complete and not misleading failed to meet, comply with or perform in any material aspects respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 10.1.2 As of the Closing, the Chicago Title Insurance Company ("Title Company") shall be irrevocably committed to issue to Buyer, upon payment of its regularly scheduled premium, its CLTA owner's policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Permitted Exceptions. If Seller for any reason is unable to deliver title to the Real Property subject only to the Permitted Exceptions or is unwilling to remove or otherwise cure any title matter that is not a Permitted Exception, then Buyer's sole remedy shall be to terminate this Agreement within five days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement. Notwithstanding the foregoing, it shall be a condition precedent to Buyer's obligation to consummate this transaction, that as of the Closing Date there are no monetary liens or monetary encumbrances not previously approved by Buyer encumbering the Property. 10.1.3 Seller shall have obtained, and delivered to Buyer prior to the Due Diligence Expiration Date, estoppels in form and substance satisfactory to Buyer (which Buyer acknowledges requires using the form required by such Lease for any government Tenant) from Tenants representing seventy percent (70%) of the leasable area of the Real Property that is leased and occupied as of the Effective Date (to be dated within forty-five (45) days of Closing). Within one (1) business day after Seller receives an executed estoppel from any Tenant, Seller shall deliver a copy there of to Buyer (and shall promptly thereafter send the original thereof to Buyer). Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer elects to proceed with the purchase of the Property as of the Due Diligence Expiration Date and Buyer has not received, as of the Closing, estoppels from Tenants occupying one hundred percent (100%) of the leasable area of the Real Property, then at Closing, Seller shall also deliver to Buyer a "Seller's Estoppel" in the form attached hereto as Exhibit I with respect to each such Lease as to which no estoppel from the Tenant has been received. 10.2 The obligations of Seller pursuant to this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇Buyer shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer's part as required by the Target Company or terms of this Agreement. 10.2.2 Seller’s other Affiliates and Related Parties 's obligation to have, performed and complied with all agreements, obligations and covenants contained in sell the Transaction Documents Property is subject to the condition precedent that are required to be performed or complied with by Seller or any approval of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents sale is obtained from the banksboard of directors of G REIT, guaranteesInc., mortgagees which shall be deemed to have been obtained (and other relevant counter parties under those Material Contracts this condition shall in such case be deemed satisfied) unless Seller advises Buyer that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; sale has been disapproved no later than two (2) business days after the New Business License issued Effective Date. If any such condition is not fully satisfied by competent level the Closing (or such earlier applicable date as set forth above with respect to any specific condition), Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, the Deposit shall be returned to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as expressly provided in this Agreement. If Buyer notifies Seller of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder failure to satisfy the conditions precedent set forth in this Section, Seller may, within five (5) days of receipt of Buyer's notice agree to satisfy the Target Company; (3) other registration records issued condition by SAIC evidencing the Amended AOA has been approved and effectivewritten notice to Buyer, and (4) Buyer shall thereupon be obligated to close the SAFE Approval issued transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change this Agreement shall be canceled and the Deposit shall be returned to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and neither party shall have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All continuing obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedhereunder.

Conditions Precedent to Closing. 10.1. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 10.1.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are true, complete in this Agreement shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Effective Date, and Seller has signed and issued a Closing Memorandum shall not have on or prior to Buyer certifying that all such representations and warranties of Seller are all trueClosing, complete and not misleading failed to meet, comply with or perform in any material aspects respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3. Existing Lender shall have given in writing the Lender Approval and shall be prepared to execute and deliver the Lender Approval Documents at Closing. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Effective Date;, and Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement. 10.2.2. Existing Lender shall have given in writing the Lender Approval, with a release of Seller and all guarantors, indemnitors, and affiliates of Seller from all liability (except for matters which arose during Seller’s period of ownership). 10.3. If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice (in all events such written notice shall be given prior to Closing) whereupon this Agreement may be canceled, and upon return of the Due Diligence Items, the Deposit shall be paid to Buyer (except in the case of (a) a failure of the condition precedent described in Section 10.1.1, in which case the provisions of Section 8.2.2 shall apply, and (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any a failure of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined condition precedent described in Section 6.1(a)(iv10.2.1, in which case the Seller shall retain the Deposit); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.all other

Conditions Precedent to Closing. 10.1. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are this Agreement shall, at the option of Buyer, be subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each following conditions precedent: 10.1.1. All of the following conditions precedent to Closing (“CPs”)representations, unless otherwise expressly waived by Buyer in writing: (a) All the representations warranties and warranties agreements of Seller set forth hereunder are true, complete in this Agreement shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Effective Date, and Seller has signed and issued a Closing Memorandum shall not have on or prior to Buyer certifying that all such representations and warranties of Seller are all trueClosing, complete and not misleading failed to meet, comply with or perform in any material aspects respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3. Existing Lender shall have given in writing the Lender Approval and shall be prepared to execute and deliver the Lender Approval Documents at Closing. 10.1.4. Within three (3) business days of Closing, Buyer shall have obtained, on terms acceptable to Buyer in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Buyer, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Buyer’s receipt of the Ground Lessor Consent, however, Buyer shall be solely responsible to pay to such lessor any and all costs, fees and expenses required in connection with the Ground Lessor Consent, if any. Buyer and Seller shall execute and deliver at Closing, an assignment and assumption of lease agreement and any other documents required in connection with the assignment and assumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form substantially similar to Exhibit E hereto (the “Ground Lease Assignment Documents”). In the event that Buyer or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Buyer or Seller shall have the right to terminate this Agreement, whereupon Section 10.3 below shall govern. Buyer shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor within three (3) business days prior to Closing; provided, however, so long as Buyer complies with its obligations under this Section 10.1.4 in no event shall Buyer have any liability for its failure to obtain such consent. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Effective Date;, and Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement. 10.2.2. Existing Lender shall have given in writing the Lender Approval, with a release of Seller and all guarantors, indemnitors, and affiliates of Seller from all liability (except for matters which arose during Seller’s period of ownership). 10.3. If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice (in all events such written notice shall be given prior to Closing) whereupon this Agreement may be canceled, and upon return of the Due Diligence Items, the Deposit shall be paid to Buyer (except in the case of (a) a failure of the condition precedent described in Section 10.1.1, in which case the provisions of Section 8.2.2 shall apply, and (b) a failure of the condition precedent described in Section 10.2.1, in which case the Seller hasshall retain the Deposit), all other escrow documents and has caused ▇▇. ▇▇funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in Equity Escrow Holder shall return the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Escrowed Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder except as determined otherwise expressly set forth herein; provided, however, that if Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in Section 10.1.2, Seller may, within five (5) days of receipt of Buyer’s reasonable discretion after an auditnotice agree to satisfy the condition by written notice to Buyer, pursuant and Buyer shall thereupon be obligated to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of close the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) transaction contemplated hereby provided Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedso satisfies such condition.

Conditions Precedent to Closing. The Purchaser's obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 hereunder are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingconditions: (a) All Within forty-five (45) days after the representations and warranties date of Seller set forth hereunder are truethis Agreement, complete and not misleading in any material aspects when madePurchaser shall have the right to conduct such engineering, throughout the Interim Periodenvironmental, and feasibility studies, including soil tests, borings, drainage tests and similar tests on and the Premises as Purchaser deems necessary to determine the suitability of the Closing Date Premises for Purchaser's proposed use, and Purchaser shall have determined, in its reasonable discretion, that the Premises are suitable for Purchaser's proposed use. Such studies shall be conducted by Purchaser at its sole cost and expense. Seller agrees to allow Purchaser reasonable access to the Premises to conduct such studies. In the event Purchaser is not satisfied, then Purchaser may terminate this Agreement by giving written notice thereof to the Seller and to the Escrow Agent, in which event all funds and documents deposited by the parties with the Escrow Agent or each other shall be returned forthwith to the party who so deposited the same effect and the parties shall thereupon be released from any further obligations hereunder each to the other. The parties acknowledge, however, that in the event Purchaser is satisfied and/or this condition precedent is waived, nothing contained herein shall be construed as if such representations prohibiting Purchaser from reasonable access to the Premises or from conducting additional studies, review and warranties were made on and as tests after the expiration of the Closing Dateaforesaid 45-day period provided such access shall not interfere with Seller's normal operations in the conduct of its business. Purchaser shall save, defend, indemnify, and hold Seller has signed harmless from and issued a Closing Memorandum to Buyer certifying that against all such representations claims, lawsuits, judgments, losses, liabilities, or expenses of any kind or nature which may be incurred by Seller as the result of Purchaser's examination, tests, or studies on the Premises (excluding the discovery of any preexisting condition on the Premises). The obligations of Purchaser imposed by the preceding sentence shall survive any termination of this Agreement and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; shall survive Closing; (b) Within seventy-five (75) days of the date of this Agreement, Purchaser shall have received a commitment for a first mortgage loan on the Premises in the amount of not less than Five Million Two Hundred Thousand Dollars ($5,200,000.00) or such lesser amount as Purchaser shall accept, with an interest rate and on terms reasonably acceptable to Purchaser. If Purchaser makes a good faith effort but is unable to obtain a commitment for the mortgage loan contemplated herein, or reasonably believes that it cannot comply with the terms and conditions of such commitment, Purchaser will so notify Seller hasin writing within the time specified, indicating the interest rate and terms which would be acceptable to Purchaser. If Seller is not so notified within said seventy-five (75) days, Purchaser shall for all purposes be deemed to have secured such commitment or to have agreed to purchase the Premises without financing or based upon any mortgage commitment actually obtained. If Seller is so notified, Seller may, at Seller's option, within thirty (30) days after said notice, elect to provide purchase money financing or to secure a mortgage commitment on behalf of Purchaser upon the same terms and conditions previously indicated by Purchaser as being acceptable. In such case, Purchaser agrees to furnish Seller all requested credit and financial information and to sign commercially reasonable papers relating to application for such mortgage commitment. If Seller is unable or unwilling to secure such commitment or to accept purchase money financing, this Agreement shall be of no further force and effect, and has caused the ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties ▇▇▇ Money shall be returned to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date;Purchaser. (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation conditions of the transactions contemplated hereunder, including without limitation, consents from title to the banks, guarantees, mortgagees Premises and other relevant counter parties under those Material Contracts that contain “change of control” clauses survey matters shall have been approved by Purchaser in accordance with the procedure set forth on Schedule 7.1(c);in Sections 11 and 12. (d) The Target Company and Seller Prior to Closing, Purchaser shall have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation an executed original of the Equity Transfer, including (1) the Registration Voucher issued by competent level Seller's certification of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer nonforeign status made pursuant to Section 4.61445 of the Internal Revenue Code and in a form substantially similar to Exhibit B attached hereto and incorporated by this reference; (e) The Parties Prior to Closing and after satisfaction of the conditions set forth in Sections 3(a) and (b) above, Seller agrees that the Purchaser shall have executedthe right to file, at Purchaser's sole cost and expense, any and all plans required in order to obtain a building permit, zoning or rezoning, subdivision or lot split, or any other approval or permit from any and all governmental authorities having jurisdiction over the Premises. 5 Seller agrees that, upon Purchaser's request, Seller shall join in the execution of any application or plat required in order to obtain such permit or approval, and have caused that Seller otherwise shall cooperate with Purchaser with respect to any permit or approval process. Without limiting the Target Company foregoing, Seller also agrees that it will not institute any legal proceedings against Purchaser and/or any governmental authority in opposition to any building permit, zoning or rezoning, subdivision, lot split or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related approval or permit sought by Purchaser with respect to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;Premises. (f) The Parties Purchaser shall have agreed on the substance periods specified in Sections 3(a) and form (b) in which to determine whether the conditions set forth therein are satisfied and, in the case of the OEM condition of title and Licensing Agreementsurvey matters, the Technology License Agreementperiods set forth in Sections 11 and 12. If any of such conditions are not satisfied, in the Maximal Product Supply Agreementreasonable judgment of Purchaser, Purchaser may terminate this Agreement upon written notice to Seller within the HY Component Supply Agreementapplicable time, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related (subject to the Equity Transfer the form right of which are required Seller, if it elects, to seek to obtain or provide financing in accordance with Section (3)(b)). Absent such written notice to Seller, Purchaser shall be agreed deemed to by the Parties pursuant have waived all unsatisfied conditions and shall proceed to close this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedtransaction.

Conditions Precedent to Closing. The obligations of Buyer following shall be conditions precedent to Purchaser's obligation to consummate the Closing purchase and sale transaction contemplated herein ("Purchaser's Conditions Precedent"): (i) Purchaser shall have received and approved, at or prior to the Closing, executed estoppel certificates substantially in the form provided by Purchaser’s lender from all of the Equity Transfer Major Tenants (hereinafter defined) and pay from Tenants comprising 85% of the economic rent. (ii) Purchaser shall have received and approved, at or prior to the Closing, executed subordination, non-disturbance and attornment agreements (“SNDAs”) substantially in the form provided to Seller during the Due Diligence Period from tenants designated by the Purchaser’s lender. (b) Title shall have been approved by Purchaser under Section 4 with the title company standing ready to issue an owners policy of 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 to Seller pursuant to Section 3.3 are Price, subject only to the satisfaction Permitted Encumbrances, together with such endorsements as Purchaser reasonably may require (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”"Title Policy"), unless otherwise expressly waived by Buyer in writing:. (ac) All Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) attached hereto as Exhibit J updating the representations and warranties of Seller set forth 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 are true, complete and not misleading in any material aspects when made, throughout money or documents shall be returned to the Interim Period, and on and as of party depositing the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);same. (d) The Target Company and Seller No Major Tenant shall be in default under its Lease, shall be involved as a debtor in a bankruptcy proceeding, shall have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation 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 Equity Transferfollowing tenants is a Major Tenant: Dick’s Sporting Goods, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest Petsmart, Babies R Us, Famous Footwear, Beauty Brands and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;Old Navy. (e) The Parties have executedThere 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 have caused the Target Company or other relevant Affiliates and Related Parties to execute, this AgreementEscrow Agent, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related Deposit shall be returned to the Equity Transfer as required to Purchaser and this Agreement shall terminate and both Seller and Purchaser shall thereafter be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and relieved from any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge liability under this Agreement except for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal indemnification and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined hold harmless provisions contained in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied7.

Conditions Precedent to Closing. The obligations of Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writing: (a) All Prior to the Closing, ESL shall have received legal opinions addressed to ESL and each subscriber to the Private Placement from counsel for the Company, confirming the representations and warranties of Seller set forth hereunder are truethe Company contained in Section 4, complete and not misleading substantially in any material aspects when made, throughout the Interim Period, and on and form attached hereto as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;Exhibit "E". (b) Seller has, and has caused ▇▇. ▇▇, ESL shall have received a fully executed Placement Agent's Option Certificate from the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in for the Transaction Documents that are required to be performed or complied with by Seller or any of options earned upon the aforementioned parties on or before the Closing Date;Closing. (c) The Target ESL shall have received a fully executed Registration Rights Agreement with respect to the Placement Agent's Units and the ESL Option Shares from the Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of ESL Option Shares and Placement Agent's Units earned upon the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);Closing. (d) The Target Company and Seller ESL shall have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% fully-executed Lock-Up Agreement from each shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effectiveCompany as set forth in Paragraph 6(c). PLACEMENT AGREEMENT OF MICRO-MEDIA SOLUTIONS, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;INC. 13 (e) The Parties ESL shall have executed, and have caused received a certified copy of the Target resolution of the Board of Directors of the Company or other relevant Affiliates and Related Parties to execute, this Agreement, authorizing the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;transactions contemplated herein. (f) The Parties Company shall have agreed on filed with the substance and form Office of the OEM and Licensing AgreementSecretary of State of Utah a Certificate of Designation acceptable to ESL, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer substantially in the form of which are required to be agreed to by the Parties pursuant to this Agreement;attached hereto as Exhibit "C". (g) Prior The Company shall have amended its Bylaws in such a manner so as to make its Bylaws consistent with the Closing Dateterms and conditions of this Agreement and the transactions contemplated herein, there has a copy of which will have been no Material Adverse Change provided to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;ESL. (h) 25% equity interest of Prior to the Target Company is owned by a shareholder consented by BuyerClosing, as duly registered with SAIC and other applicable authoritiesthe escrow agent, and all shareholders of such 25% shareholder Cardinal International Bank & Trust Co., Ltd. (the "Escrow Agent"), shall have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) received the Share Charge certificates representing the Placement Agent's Units earned for the benefit of Buyer according to the Parties’ agreement;Private Placement. (i) The key assets of Samuk listed in Schedule 6.3 have been transferred Prior to the Target Company or Closing, the Sub pursuant Escrow Agent, shall have received a fully-executed subscription agreement from each subscriber to Section 6.3;the Private Placement. (j) Shenzhen Maximal ESL shall have received an opinion addressed to ESL and Shanghai Maximal have been carved out each subscriber to the Private Placement, from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably counsel satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed ESL, concerning the Related and Third Party Guarantees and lowered the total amount merger of the Related Company with and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6into Mountain State Resources Corporation, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner form and to an extent substance satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedESL.

Conditions Precedent to Closing. The obligations of Buyer 9.1 Purchaser’s obligation to consummate the Closing of the Equity Transfer and pay the close under this Purchase Price to Seller pursuant to Section 3.3 are Contract shall be subject to and conditioned upon the satisfaction (as determined at Buyer’s reasonable discretion) fulfillment in all material respects of each and all of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingprecedent: (a) 9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract. 9.1.2 Seller’s representations and warranties of Seller set forth hereunder are true, complete in this Purchase Contract shall have been true and not misleading correct in any all material aspects respects when made, throughout and shall be true and correct in all material respects on the Interim Period, and on Closing Date and as of the Closing Effective Date with the same effect as if though such representations and warranties were made at and as of such date and time. 9.1.3 Seller shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder. 9.1.4 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. 9.1.5 The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as on the Effective Date of this Purchase Contract except for normal wear and tear and such damage from casualty or condemnation that is waived or accepted under ARTICLE 13 hereof. 9.1.6 The conversion of the Property Owner from a Georgia limited liability company to a Delaware limited liability company in accordance with the laws of the State of Delaware on or prior to the Closing Date. Seller hereby agrees to reasonably cooperate (at no third party cost to Seller) with Purchaser in effecting such conversion. 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to close with respect to conveyance of the Property under this Purchase Contract shall be subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser’s representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all Effective Date as though such representations and warranties of Seller are all true, complete were made at and not misleading in any material aspects as of such date and time. 9.2.2 Purchaser shall have complied with, fulfilled and performed, in each case in all material respects, each of the Closing Date; (b) Seller hascovenants, terms and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required conditions to be complied with, fulfilled or performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated Purchaser hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. (a) The obligations of Buyer following shall be conditions precedent to Purchaser's obligation to consummate the purchase and sale transaction contemplated herein (the "PURCHASER'S CONDITIONS PRECEDENT"): (i) Purchaser shall not have terminated this Agreement in accordance with SECTIONS 3, 14 or 19 of this Agreement. (ii) Title Company shall stand ready to issue, at the Closing, an ALTA Owner's Policy of Title Insurance (the "TITLE POLICY"), dated the date and time of Closing in the form of the Equity Transfer Proforma attached hereto as EXHIBIT I, subject only to the Approved Matters. (iii) There shall be no material breach of any of Seller's representations, warranties or covenants set forth in SECTION 4 and pay SECTION 8, as of the Purchase Price Closing. (iv) Seller shall have delivered to the Escrow Company the items described in SECTION 9. (v) Beneficiary (as defined in SECTION 19) shall have approved Purchaser's assumption of the Existing Indebtedness without requiring any modification in the economic terms thereof or allocation of liabilities therein. (vi) Seller shall not have terminated this Agreement pursuant to Section 3.3 are subject SECTION 7(b). (vii) Seller shall have caused the Environmental Policy covering the Property to be assigned to Purchaser to the satisfaction extent the terms of such policy permit such assignment; provided that such assignment shall prohibit Purchaser from making claims under such policy for any release or other matter first arising after the Closing for such Property. (as determined at Buyer’s reasonable discretionviii) of each Arrowhead Lake Association shall have approved the assignment of the following conditions precedent Easement and the License to Purchaser. (1) the cost to repair the seawall at the Property is less than $250,000 (in which case Seller will establish at Closing a holdback account with Escrow Holder in the amount of the maximum cost to repair the seawall) or (“CPs”)2) if the cost to repair the seawall at the Property is greater than or equal to $250,000, unless otherwise expressly waived by Buyer in writing: then either (a) All Seller and Purchaser shall have reached agreement (each in their sole and absolute discretion) on the representations appropriate method to repair the seawall at the Property, the maximum estimated cost to repair the seawall and warranties the method for funding the repair of the seawall, or (b) if Purchaser and Seller are unable to agree as set forth hereunder are truein (a) above, complete then Seller shall have agreed nonetheless (in its sole and not misleading absolute discretion) to pay up to the maximum cost of the seawall repair and will establish at Closing a holdback account with Escrow Holder in any material aspects when made, throughout the Interim Periodamount of the maximum cost to repair the seawall. (x) DDRES shall have provided to Purchaser and Seller an estimate of the cost to repair the parking structure at the Property, and Purchaser and Seller shall have reached agreement (each in their sole and absolute discretion) on the appropriate method to repair the parking structure at the Property, the maximum estimated cost to repair the parking structure and as the method for funding the repair of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, parking structure. If Purchaser and Seller has signed are unable to agree as set forth above, then either Seller or Purchaser may, by written notice to the other, terminate this Agreement. The conditions set forth in this SECTION 7(a) are solely for the benefit of Purchaser and issued a Closing Memorandum may be waived only by Purchaser. Purchaser shall, at all times prior to Buyer certifying that all such representations and warranties the termination of Seller are all truethis Agreement, complete and not misleading in have the right to waive any material aspects as of the Closing Date;these conditions. (b) The following shall be conditions precedent to Seller's obligation to consummate the purchase and sale transaction contemplated herein (the "SELLER'S CONDITIONS PRECEDENT"): (i) Purchaser shall not have terminated this Agreement in accordance with SECTION 14 of this Agreement. (ii) Purchaser shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, all cash or other immediately available funds due from Purchaser in accordance with this Agreement. (iii) There shall be no material breach of any of Purchaser's representations, warranties or covenants set forth in SECTION 5 and SECTION 6, as of the Closing. (iv) Purchaser shall have delivered to Escrow Company the items described in SECTION 10. (v) Beneficiary (as defined in SECTION 19) shall have approved Purchaser's assumption of the Existing Indebtedness. (vi) Seller has, shall not have terminated this Agreement pursuant to SECTION 15(b). (vii) Seller shall have obtained and has caused approved in its sole and absolute discretion an appraisal from an independent appraiser as to the fair market value of the Property. (viii) Seller shall have obtained and approved in its sole and absolute discretion a fairness opinion from ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ on such matters as it deems appropriate. (ix) Seller shall have obtained a legal opinion from its counsel that the sale of the Property pursuant to this Agreement is not in violation of the terms of that certain Stipulation of Settlement with regard to IN RE ▇▇▇▇▇▇▇ PACIFIC PROPERTIES SHAREHOLDER LITIGATION, the Target Company or Seller’s other Affiliates and Related Parties to haveCase No. GIC743017, performed and complied with all agreementsfiled on February 7, obligations and covenants contained 2000 in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date;Superior Court, San Diego County, California. (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title cost to repair the Equity Interest and seawall at the approval or registration Property is less than $250,000 (in which case Seller will establish at Closing a holdback account with Escrow Holder in the amount of the Amended AOA; maximum cost to repair the seawall) or (2) if the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of cost to repair the Target Company; seawall at the Property is greater than or equal to $250,000, then either (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (ka) Seller and Purchaser shall have reached agreement (each in their sole and absolute discretion) on the Target Company appropriate method to repair the seawall at the Property, the maximum cost to repair the seawall and the method for funding the repair of the seawall, or (b) if Purchaser and Seller are unable to agree as set forth in (a) above, then Seller shall have signed agreed nonetheless (in its sole and delivered amended intercompany loan agreements absolute discretion) to pay up to the maximum cost of the seawall repair and will establish at Closing a holdback account with Escrow Holder in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related maximum cost to repair the seawall. (xi) DDRES shall have provided to Purchaser and Third Party Guarantees Seller an estimate of the cost to repair the parking structure at the Property, and Purchaser and Seller shall have reached agreement (each in their sole and absolute discretion) on the appropriate method to repair the parking structure at the Property, the maximum estimated cost to repair the parking structure and the method for funding the repair of the parking structure. If Purchaser and Seller are unable to agree as set forth above, then either Seller or under RMB321,800,000 pursuant to Section 6.6Purchaser may, without incurring any costs, losses or remaining or additional liability by written notice to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyerother, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedterminate this Agreement.

Conditions Precedent to Closing. The In addition to a complete and satisfactory due diligence investigation by ▇▇▇▇▇, as described in Section 4.1 above, the obligations of Buyer to consummate complete the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 transactions contemplated by this Agreement are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of conditioned upon the following conditions precedent to Closing (collectively, the “CPsConditions Precedent”), unless otherwise expressly . The Conditions Precedent are intended solely for the benefit of Buyer and may only be waived by Buyer ▇▇▇▇▇ in writing:. (a) All the of Seller’s representations and warranties of Seller set forth hereunder are true, complete contained in or made pursuant to this Agreement shall be materially true and not misleading in any material aspects when made, throughout the Interim Period, and on and correct as of the Closing Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;Closing. (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any The physical condition of the aforementioned parties Property shall be substantially the same on or before Closing as on the Closing Effective Date;, unless such condition was altered by Buyer, reasonable wear and tear and loss by casualty (subject to the provisions of Section 6.9 below) excepted. (c) The Target Company has received Seller shall have complied with all the third party consents of Seller’s duties and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c);obligations contained in this Agreement. (d) The Target Company and Seller ▇▇▇▇▇ shall have received and delivered a title insurance commitment satisfactory to Buyer all regulatory approvals in which the title insurer agrees to issue an ALTA Extended Coverage Owner’s Policy (Form 1970-B, rev 10/17/70) with such endorsements as Buyer may require and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating an ALTA survey satisfactory to Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;. (e) The Parties have executedNotwithstanding any other provision contained herein, all (i) consensual indebtedness, mortgages, and have caused liens of Seller recorded against the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this AgreementProperty, and (ii) all non-consensual liens against Seller recorded against the Property shall have delivered to been removed (except for the other Party executed originals of such documents;Permitted Encumbrances). (f) The Parties Buyer shall have agreed on received an appraisal report regarding the substance and form Property from Medusky & Co., Inc., which shall indicate a value that is equal to or greater than the Purchase Price. In the event any of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form Conditions Precedent of which this Agreement are required to not satisfied as shall be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented determined by Buyer, as duly registered with SAIC Buyer may, in its sole and other applicable authoritiesabsolute discretion, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set upterminate this Agreement by written notice to Seller and, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according subject to the Parties’ agreement; (i) The key assets provisions of Samuk listed in Schedule 6.3 Article 7 below, this Agreement shall wholly cease and terminate and no party to this Agreement shall have been transferred any further claim against, or obligation to, any other party to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring this Agreement except for any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer provisions herein that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedrecite that they survive such termination.

Conditions Precedent to Closing. 8.01. The obligations of Buyer Highwoods to consummate purchase the Property from Owner and meet its other obligations hereunder shall be subject to the following conditions precedent, any of which may be waived by Highwoods in writing at the Closing: (a) All of the representations and warranties of Owner made herein shall be true and correct in all material respects as of the Closing ("actual knowledge" or the "best knowledge" of Owner as set forth in said representations and warranties, for the purposes of this subparagraph 8.01 only, shall be deemed to include knowledge acquired by Owner subsequent to the date hereof and prior to Closing). (b) Owner's obligations with respect to the Property as set forth herein shall have been performed. (c) Title to the Property must be insurable in accordance with the Title Commitment, with no exceptions to title other than the Permitted Exceptions, and Highwoods must be able to obtain a title insurance policy from the Title Company in accordance with such Title Insurance Commitment with payment of only standard title insurance premiums. (d) The Property must be in the same condition as of the Equity Transfer date of this Agreement, ordinary wear and pay tear excepted, and subject to the Purchase Price specific provisions set forth herein related to condemnation and casualty. (e) Owner shall have delivered to Highwoods tenant estoppel certificates in the form attached hereto as EXHIBIT H (or in the form attached to any Lease and made a part thereof, provided such form has been approved by Highwoods) dated not more than thirty (30) days prior to Closing from tenants occupying 80% of the net rentable space in the Building. Owner agrees to send estoppel certificates to all tenants of the Property and request that the same be completed and returned to Owner for delivery to Highwoods. If Highwoods has not received satisfactory estoppel certificates from tenants occupying at least 80% of the net rentable space in the Buildings on or before Closing, then Highwoods may terminate this Agreement, but except for such termination, Highwoods shall have no further remedy against Owner for the failure of the condition precedent set forth in this Subsection 8.01(e). If Highwoods does not so terminate this Agreement, then the condition precedent set forth in this Subsection 8.01(e) shall be deemed waived and of no further force or effect. (f) All management fees due any property manager of the Property, and leasing commissions due arising out of any leases of the Property (even if such commissions are due over time after the Closing) shall be paid in full by Owner at Closing. (g) No Tenant of 5% or more of the leasable space in any Building shall have become a debtor in a proceeding under Title 11 of the United States Bankruptcy Code or, the subject of any other insolvency proceeding, including state receivership proceedings or a proceeding for the assignment for the benefit of creditors under any state law. (h) Highwoods shall have received a fully-executed, full service lease between Seller pursuant and Branch Banking and Trust Co. on terms acceptable to Section 3.3 Highwoods, including without limitation, a new minimum lease term of five (5) years (the "BB&T Lease"). Highwoods shall have seven (7) business days to review and approve or disapprove the provisions of the BB&T Lease. If Highwoods has not objected to any provision of the BB&T Lease within seven (7) days after delivery thereof to Highwoods, then in such event Highwoods shall be deemed to have approved the BB&T Lease. (i) Highwoods Investment Committee shall have approved this transaction, with said approval to have been given prior to the end of the Inspection Period. In the event any of the aforesaid conditions precedent are not fulfilled, Highwoods may only (i) terminate its obligations hereunder, (ii) waive any such failure and close in accordance with the terms hereof, or (iii) require Owner to use its best efforts to perform its obligations as elsewhere set forth herein and as limited by other provisions of this Agreement. 8.02. The obligations of Owner under this Agreement are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to on or before the Closing (“CPs”)Date, unless otherwise expressly any of which may be waived by Buyer Owner, and Highwoods agrees to cause the conditions described in writing: clauses (a) All and (b) below to be so satisfied: (a) all the terms, covenants, and conditions of this Agreement to be complied with and performed by Highwoods on or before the Closing Date shall have been duly complied with and performed in all respect; (b) the representations and warranties of Seller set forth hereunder are true, complete Highwoods contained in this Agreement shall be true and not misleading correct in any material aspects when made, throughout the Interim Period, and on all respects at and as of the Closing Date with the same force and effect as if though such representations and warranties were had been made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in except for any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of changes which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred disclosed to the Target Company Owner in writing and expressly approved or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements waived by Owner in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14writing; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The All obligations of Buyer to consummate Fieldcrest, SoftLock and the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 Principal Stockholder under this Agreement are subject to the satisfaction (as determined fulfillment, prior to or at Buyer’s reasonable discretion) the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section 4 herein, and fulfillment, prior to the Closing, of each of the following conditions precedent to Closing (“CPs”), unless otherwise expressly waived by Buyer in writingconditions: (a) All SoftLock's, the representations Principal Stockholder's and Fieldcrest's representations, warranties and covenants contained in this Agreement shall be true at the time of Seller set forth hereunder are trueClosing as though such representations, complete warranties and not misleading in any material aspects when made, throughout the Interim Period, and on and as of the Closing Date with the same effect as if such representations and warranties covenants were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all at such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date;time. (b) Seller has, and has caused ▇▇. ▇▇SoftLock, the Target Company or Seller’s other Affiliates Principal Stockholder and Related Parties to have, Fieldcrest shall have performed and complied with all agreements, obligations agreements and covenants contained in the Transaction Documents that are conditions required by this Agreement to be performed or complied with by Seller each prior to or any of at the aforementioned parties on or before the Closing Date;Closing. (c) The Target Company has received Each SoftLock Stockholder acquiring Exchange Stock will be required, at Closing, to submit an agreement confirming that all the third party consents Exchange Stock received will be acquired for investment and has issued all the notices not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to relevant third parties as required for the consummation transfer any of the transactions contemplated hereunder, including without limitation, consents Exchange Stock for a period of one year from the banksdate of the Closing, guaranteesexcept to those persons approved by legal counsel to Fieldcrest as falling within an exemption from registration under the Securities Act of 1933 and any applicable state securities laws, mortgagees which transfers do not constitute a public distribution of securities, and other relevant counter parties under those Material Contracts that contain “change in which the transferees execute an investment letter in form and substance satisfactory to counsel for Fieldcrest. Each SoftLock Stockholder acquiring Exchange Stock will be required to transfer to Fieldcrest at the Closing his/her respective SoftLock Shares, free and clear of control” clauses set forth on Schedule 7.1(c);all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation Each of the Equity TransferSoftLock Stockholders who shall tender SoftLock Stock at Closing shall have provided Fieldcrest with a "Letter of Acceptance and Investor Qualification," substantially in the form of Exhibit H hereof ("Acceptance Letter") and dated as of the date of the Closing. Upon inspection of the Acceptance Letters, including Fieldcrest must be satisfied that each such Stockholder, together with his investment advisors, if any, (1i) the Registration Voucher issued has been provided by competent level of MOFCOM indicating Buyer’s legal title Fieldcrest with such information and such access to the Equity Interest respective books and records and management of Fieldcrest and SoftLock as to warrant a conclusion that the approval or issuance of Exchange Stock to the Stockholder will enjoy an exemption under Regulation D from the registration requirements of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, Act and (4ii) the SAFE Approval issued by competent level has availed himself of SAFE with regard such information and access to the receipt and settlement degree he thought necessary or desirable for purposes of foreign exchange payment for equity transfer pursuant to Section 4.6;making an investment in the Exchange Stock. (e) The Parties Fieldcrest shall have executedbeen presented with, and shall have caused approved, an updated version of ▇▇▇▇▇▇▇▇ ▇,▇,▇ and D, prepared by SoftLock, current as of the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents;Closing. (f) The Parties Each party shall have agreed received favorable opinions from the other party's counsel on such matters in connection with the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which transactions contemplated by this Agreement as are required to be agreed to by the Parties pursuant to this Agreement;reasonable. (g) Prior Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made, other than in the ordinary course, and no indebtedness has been incurred since the date of this Agreement, except with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties. (h) Except as disclosed in the Exhibits hereto, each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement. (i) Fieldcrest shall have provided to SoftLock audited financial statements of Fieldcrest for the three most recently completed fiscal years prepared in accordance with generally accepted accounting principles and with Regulation S-X. (j) SoftLock shall have provided to Fieldcrest audited financial statements of SoftLock for the two most recently completed fiscal years, prepared in accordance with generally accepted accounting principles and Regulation S-X, together with unaudited financial statements in the same form for the quarter ended March 31, 1998. Such unaudited financial statements of SoftLock shall include the following schedules: Schedule of Assets; Schedule of Notes Payable; Schedule of Accounts Payable; and Schedule of Notes Receivable or, in their absence, an affirmation that such items do not exist. SoftLock shall also provide, as of a date within ten days of Closing, an update of any material change in the aforementioned schedules. (k) Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, plants and equipment, proprietary rights and other instruments, rights and papers of all kinds in accordance with Sections 6 and 8 hereof; and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation. (l) Effective as of the Closing Date, there has been no Material Adverse Change Fieldcrest's sole executive officer and sole director shall resign her respective positions and/or offices by tendering a written resignation. Immediately prior to said resignations, Fieldcrest's sole director shall appoint as members of Fieldcrest's new board, those persons designated by SoftLock to fill said director positions, with such appointments to be effective as of the Closing. Fieldcrest's sole officer and director may designate, at any time within twelve months following the Closing, one person to serve in the capacity as an advisor to the Target Company, or the Assets or operation Board of the Target Company, including but not limited Directors. The Fieldcrest advisor so designated shall be entitled to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authoritiesnotice of, and to attend, all shareholders Board meetings for a minimum period of such 25% shareholder one year following the Closing and shall have entered into a Share Charge Deed with Buyer the right to be reimbursed for all travel expenses to attend meetings and have set upshall receive the same compensation as any "outside" director or advisor, effectuated and registered (if so required) the Share Charge for the benefit any, of Buyer according Fieldcrest is entitled to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer;receive. (m) The Target Company has implemented All press releases, stockholder communications, SEC Filings and other publicity generated by Fieldcrest or SoftLock regarding the Compliance Measures in a manner transactions contemplated by this Agreement shall have been reviewed and approved by the other party before their release to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7;the public or any governmental agency. (n) Buyer has obtained approval from its bank(sIf Stockholders, who in the aggregate own five percent (5%) or other financing partners to support its payment more of the total amount SoftLock Shares, dissent from the proposed share exchange, or are unable or for any reason refuse to transfer any or all of Purchase Price;their SoftLock Shares to Fieldcrest in accordance with Section 1 of this Agreement, Fieldcrest, at its option, may terminate this Agreement. (o) The Target Company’s working capital has been adjusted Each party shall have satisfied itself that all transactions contemplated by this Agreement, including those contemplated by the exhibits attached hereto, shall be legal and maintained at binding under applicable statutory and case law of the normal level as defined in Section 6.1(a)(iv);State of Delaware, including, but not limited to, Delaware's securities laws and all other applicable state securities laws. (p) All obligations The Exchange shall be approved by the stockholders of SoftLock, or by the stockholders of Fieldcrest, if deemed necessary or appropriate by counsel for the same, within thirty (30) days following execution of this Agreement. If such a meeting is deemed necessary, the management of SoftLock, or of Fieldcrest as the case may be, agrees to recommend approval to their Stockholders and covenants to solicit proxies in respect support of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied;same. (q) Seller has signed Either Fieldcrest or SoftLock shall have entered into an employment contract with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, such contract to be satisfactory to the parties and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; have a term lasting at least two years from the date of this Agreement, and, if the contract be with SoftLock, that Fieldcrest shall have ratified, adopted, and confirmed the contract. (r) Any other undertakings All holders of Seller or ▇▇. ▇▇ Fieldcrest restricted common stock in excess of one million shares shall execute agreements in form and substance satisfactory to SoftLock and Fieldcrest whereby they agree that 75% of their restricted shares shall not be sold for a period of twelve months following Closing, except that private sales may be made in relation to the Equity Transfer that are required purchasers who agree to be performed prior bound by the provisions of the lock-up agreement. (s) SoftLock agrees, immediately following the closing of this Agreement, to Closing use its best efforts to amend Fieldcrest's Certificate of Incorporation to: (including without limitatiosni) change Fieldcrest's name to SoftLock Services, those pre-Closing undertakings Inc., or to a name that is substantially similar; and (ii) adjust the authorized number of shares of common stock in such a manner as to establish a sufficient reserve of shares issuable upon exercise of the Undertaking LetterFieldcrest Options to be granted as a replacement for the SoftLock Options. (t) SoftLock shall have been fully performed and satisfiedraised at least $500,000 in connection with the private placement of 142,857 shares of SoftLock common stock at a purchase price of $3.50 per share.

Conditions Precedent to Closing. a) The obligations of the Buyer to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent to Closing (“CPs”)not later than the Closing, unless otherwise expressly any of which may be waived by the Buyer in writingits sole discretion by written notice to the Sellers at or prior to Closing: (ai) All The Sellers shall have performed, in all material respects, all covenants, agreements, and undertakings of the Sellers contained in this Agreement, including without limitation, the delivery of the items required under Section 6.2 hereof; (ii) Other than with respect to a Permitted Change (as hereinafter defined), all representations and warranties of Seller set forth the Sellers hereunder are true, complete shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Effective Date with the same effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (biii) Seller hasshall have delivered the Required Estoppels to Buyer (which may be satisfied by the delivery of electronic copies of the Required Estoppels); (iv) At least three (3) business days prior to the Closing Date, the Sellers shall provide to the Buyer an updated Rent Roll (dated no earlier than five (5) days prior to the Closing Date), and has caused ▇▇. ▇▇drafts of the updated Schedules to be attached to the Bring Down Certificate (excluding, however, Schedule 9.1(m)); (v) The [****] Seller shall have delivered to the Buyer the fully executed Pending Leases (which may be satisfied by the delivery of electronic copies of the fully executed Pending Leases); and (vi) The Title Company can and will, upon the occurrence of Closing and the payment by the Buyer and Seller, of the applicable premiums, issue each Title Policy without exception for any mechanics’ liens (except for any waived by Buyer pursuant to Section 3.2(c) and/or 6.2(a) above) and otherwise in the form required pursuant to Section 3.2(a) of this Agreement; and (vii) At least five (5) business days prior to the Closing Date, the Target Company or Seller’s other Affiliates [****] Seller and Related Parties to have, performed Buyer shall have mutually agreed on and complied finalized the forms of the [****] Escrow Agreements and finalized Exhibit “M” and Exhibit “N-1” and replaced such Exhibit “M” and Exhibit “N-1” attached hereto with all agreements, obligations such finalized Exhibit “M” and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or Exhibit “N-1”. If any of the aforementioned parties foregoing conditions set forth in Section 6.5(a) above have not been satisfied or performed by Sellers or waived in writing by Buyer on or before as of the Closing Date;, Buyer shall have the right, at Buyer’s option, either: (i) to extend the Closing Date on a day-for-day basis until such condition is satisfied, not to exceed thirty (30) days in the aggregate; provided, however, that in no event shall Closing occur later than [****] (the “Outside Closing Date”), (ii) to terminate this Agreement by giving written notice to Sellers, in which event the E▇▇▇▇▇▇ Deposit shall be returned to Buyer by the Escrow Agent and no party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement; (iii) to waive the satisfaction of such condition and consummate the purchase and sale of the Property, or (iv) if such failure of a condition constitutes a Seller Default (hereinafter defined), to proceed pursuant to Section 10.1 of this Agreement. If Buyer elects to extend the Closing Date pursuant to subclause (i) above, and after such extension the condition precedent is still not satisfied, then Buyer may elect to exercise its rights set forth in subclauses (ii), (iii) or (iv) above. b) The obligations of the Sellers to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions not later than the Closing, any of which may be waived by the Sellers in its sole discretion by written notice to the Buyer at or prior to Closing: (ci) The Target Company has received Buyer shall have performed, in all the third party consents material respects, all covenants, agreements, and has issued all the notices to relevant third parties as required for the consummation undertakings of the transactions contemplated hereunderBuyer contained in this Agreement, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties delivery of the items required under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c)Section 6.2 hereof; (dii) The Target Company and [****] Seller shall have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation Pending Leases executed by each of the Equity Transfer, including applicable tenants thereto (1) which may be satisfied by the Registration Voucher issued by competent level delivery of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration electronic copies of the Amended AOApartially executed Pending Leases by such tenants); (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6;and (eiii) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; At least five (f5) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior business days prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or [****] Seller and Buyer shall have mutually agreed on and finalized the Assets or operation forms of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations [****] Escrow Agreements and employees finalized Exhibit “M” and Exhibit “N-1” and replaced such Exhibit “M” and Exhibit “N-1” attached hereto with such finalized Exhibit “M” and Exhibit “N-1”. If any of the Target Company; (hforegoing conditions set forth in Section 6.5(b) 25% equity interest above have not been satisfied or performed by Buyer or waived in writing by Sellers on or as of the Target Company is owned by a shareholder consented by BuyerClosing Date, as duly registered with SAIC and other applicable authoritiesSellers shall have the right, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set upat Sellers’ option, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; either: (i) The key assets to extend the Closing Date on a day-for-day basis until such condition is satisfied, not to exceed thirty (30) days in the aggregate; provided, however, that in no event shall Closing occur later than the Outside Closing Date, (ii) to terminate this Agreement by giving written notice to Buyer, in which event the E▇▇▇▇▇▇ Deposit shall be returned to Buyer by the Escrow Agent and no party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of Samuk listed in Schedule 6.3 have been transferred this Agreement; (iii) to waive the Target Company satisfaction of such condition and consummate the purchase and sale of the Property, or the Sub (iv) if such failure of a condition constitutes a Buyer Default, to proceed pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from 10.1 of this Agreement. If Sellers elects to extend the Target Company and become independent dealers separate from the Target Company Closing Date pursuant to Section 6.4; subclause (ki) Seller above, and after such extension the Target Company have signed and delivered amended intercompany loan agreements condition precedent is still not satisfied, then Sellers may elect to exercise its rights set forth in a form reasonably satisfactory to Buyer pursuant to Section 6.5; subclauses (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6ii), without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(siii) or other financing partners to support its payment of the total amount of Purchase Price; (oiv) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedabove.

Conditions Precedent to Closing. The obligations of Buyer to consummate the A Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of shall occur only if the following conditions precedent have been and remain satisfied (or waived by the Investor in writing in respect of the relevant Closing):‌ (i) the Company has filed a Prospectus Supplement in connection with the applicable Draw Notice qualifying the Draw Shares for distribution and such Draw Shares will be free trading upon their issuance (subject only to Closing (“CPs”Section 6(c) hereof), unless otherwise expressly waived by Buyer and the Company shall not have received any notice of the suspension of qualification of the Common Shares for offering or sale in writing:any Qualifying Jurisdiction or the initiation of any proceeding for such purpose; Draw Shares shall be free trading under applicable Canadian Securities Laws and DRS statements (or certificates, as applicable) representing the Draw Shares shall contain no restrictive trading legend; (aii) All the issuance of the Draw Shares will not require the Company to obtain the approval of its shareholders; (iii) the issuance of the Draw Shares will not result in the Investor becoming an Insider (and if requested by the Investor the Company will provide a certificate from the transfer agent of the Company as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date); (iv) 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 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 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 Seller set forth hereunder the Company contained in this Agreement are true, complete true and not misleading in any material aspects when made, throughout correct as of the Interim Period, applicable time of Closing with the same force and on effect as if made at and as of the time of Closing Date with the same after giving effect as if such representations and warranties were made on and as of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(c); (d) The Target Company and Seller have received and delivered to Buyer all regulatory approvals and filing certificates legally required for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; (3) other registration records issued by SAIC evidencing the Amended AOA has been approved and effective, and (4) the SAFE Approval issued by competent level of SAFE with regard to the receipt and settlement of foreign exchange payment for equity transfer pursuant to Section 4.6; (e) The Parties have executed, and have caused the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (f) The Parties have agreed on the substance and form of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g) Prior to the Closing Date, there has been no Material Adverse Change to the Target Company, or the Assets or operation of the Target Company, including but not limited to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company; (h) 25% equity interest of the Target Company is owned by a shareholder consented by Buyer, as duly registered with SAIC and other applicable authorities, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set up, effectuated and registered (if so required) the Share Charge for the benefit of Buyer according to the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14; and (r) Any other undertakings of Seller or ▇▇. ▇▇ made in relation to the Equity Transfer that are required to be performed prior to Closing (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfied.

Conditions Precedent to Closing. The obligations of Buyer (a) Purchaser’s obligation to consummate the Closing of the Equity Transfer and pay the Purchase Price to Seller pursuant to Section 3.3 are close is subject to the satisfaction (as determined at Buyer’s reasonable discretion) of each of the following conditions precedent 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 (“CPs”), unless otherwise expressly waived by Buyer in writingDate: (a1) All the all representations and warranties of made herein by Seller set forth hereunder are true, complete shall be true and not misleading correct in any all material aspects when made, throughout the Interim Period, and on and respects as of the Closing Date with (subject to the same effect as if such representations and warranties were made on and as provisions of the Closing Date, and Seller has signed and issued a Closing Memorandum to Buyer certifying that all such representations and warranties penultimate paragraph of Seller are all true, complete and not misleading in any material aspects as of the Closing Date; (b) Seller has, and has caused ▇▇. ▇▇, the Target Company or Seller’s other Affiliates and Related Parties to have, performed and complied with all agreements, obligations and covenants contained in the Transaction Documents that are required to be performed or complied with by Seller or any of the aforementioned parties on or before the Closing Date; (c) The Target Company has received all the third party consents and has issued all the notices to relevant third parties as required for the consummation of the transactions contemplated hereunder, including without limitation, consents from the banks, guarantees, mortgagees and other relevant counter parties under those Material Contracts that contain “change of control” clauses set forth on Schedule 7.1(cSection 6.1 below); (d2) The Target Company 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 received and delivered to Buyer tendered all regulatory approvals and filing certificates legally deliveries required of Seller for the consummation of the Equity Transfer, including (1) the Registration Voucher issued by competent level of MOFCOM indicating Buyer’s legal title to the Equity Interest and the approval or registration of the Amended AOA; (2) the New Business License issued by competent level of SAIC and applicable SAIC registration records reflecting Buyer as a 75% shareholder of the Target Company; Closing; (3) other registration records issued there shall be no material adverse change in the matters reflected in the Title Commitment or on the Survey caused by SAIC evidencing the Amended AOA has been approved and effective, and Seller or its agents; (4) the SAFE Approval issued by competent level of SAFE with regard no material adverse change to the receipt and settlement Property caused by Seller or its agents (or any material portion thereof) or vehicular access to the Land shall exist as of foreign exchange payment for equity transfer pursuant to Section 4.6the Closing; (e5) The Parties at Closing, Seller shall have executed, and have caused removed any nuclear materials (as such term is defined by the Target Company or other relevant Affiliates and Related Parties to execute, this Agreement, the Escrow Agreement, the Shareholders Agreement, the Amended AOA, the Share Charge Deed, the Employment Contract and any other Transaction Documents related to the Equity Transfer as required to be executed pursuant to this Agreement, and have delivered to the other Party executed originals of such documents; (fInternational Atomic Energy Agency) The Parties have agreed located on the substance and form Property in accordance with Section 1.1 of the OEM and Licensing Agreement, the Technology License Agreement, the Maximal Product Supply Agreement, the HY Component Supply Agreement, the Maximal Component Supply Agreement, the Technical Service Agreement, and any other Transaction Documents related to the Equity Transfer the form of which are required to be agreed to by the Parties pursuant to this Agreement; (g6) Prior the Property shall not be in violation of any applicable law, ordinance or regulation that materially and adversely affects the use of the 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 this Agreement; and (9) 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 Closing Date, Purchaser 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, there has then Purchaser shall deliver written notice to Seller of the specific conditions that have not been no Material Adverse Change 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) Seller’s obligation to close is subject to the Target Company, or the Assets or operation satisfaction of the Target Companyfollowing conditions for Seller’s benefit (or Seller’s written waiver thereof, including but not limited it being agreed that Seller may waive in writing any or all of such conditions) on or prior to the financial condition, operating results, business prospects, customer relations, supplier relations and employees of the Target Company;Closing Date: (h1) 25% equity interest of the Target Company is owned by a shareholder consented by Buyerthere shall exist no actions, as duly registered with SAIC and other applicable authoritiessuits, and all shareholders of such 25% shareholder have entered into a Share Charge Deed with Buyer and have set uparbitrations, effectuated and registered (if so required) the Share Charge claims, attachments, proceedings, general assignments for the benefit of Buyer according to creditors, insolvency, bankruptcy, reorganization or other proceedings, pending against Purchaser that would prohibit the Parties’ agreement; (i) The key assets of Samuk listed in Schedule 6.3 have been transferred to the Target Company or the Sub pursuant to Section 6.3; (j) Shenzhen Maximal and Shanghai Maximal have been carved out from the Target Company and become independent dealers separate from the Target Company pursuant to Section 6.4; (k) Seller and the Target Company have signed and delivered amended intercompany loan agreements in a form reasonably satisfactory to Buyer pursuant to Section 6.5; (l) Seller has partially removed the Related and Third Party Guarantees and lowered the total amount consummation of the Related and Third Party Guarantees to or under RMB321,800,000 pursuant to Section 6.6, without incurring any costs, losses or remaining or additional liability to the Target Company or Buyer; (m) The Target Company has implemented the Compliance Measures transaction set forth in a manner and to an extent satisfactory to Buyer, as determined in Buyer’s reasonable discretion after an audit, pursuant to Section 6.7; (n) Buyer has obtained approval from its bank(s) or other financing partners to support its payment of the total amount of Purchase Price; (o) The Target Company’s working capital has been adjusted and maintained at the normal level as defined in Section 6.1(a)(iv); (p) All obligations and covenants in respect of the Entity Classification Elections pursuant to Section 6.8(c) have been satisfied; (q) Seller has signed and delivered to Buyer Seller’s Guarantee Letter pursuant to Section 6.14this Agreement,; and (r2) Any other undertakings 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 ▇▇. ▇▇▇▇▇ made in relation 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 Seller does not provide such notice within one (1) business day following the Equity Transfer that are required expiration of such five (5) day period, it shall be deemed to be performed prior to Closing have selected option (including without limitatiosn, those pre-Closing undertakings in the Undertaking Letter) have been fully performed and satisfiedB).