Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with the transactions contemplated hereunder to be consummated at the Closing are subject, at the option of the Buyer, to the fulfillment of each and all of the following conditions at or prior to the Closing Date: A. All of the representations and warranties of the Seller contained in Article 5 hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. B. There shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substance.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing by this Agreement are subject, at the option of the Buyer, subject to the fulfillment of each and all of the following conditions satisfaction or waiver at or prior to the Closing DateDate of the following conditions precedent: A. All (a) all of the representations and warranties of the Seller contained set forth in Article 5 hereof this Agreement or in any Exhibit, Schedule, or document delivered pursuant to this Agreement shall be true and correct in all material respects on as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if though such representations and warranties were made at and as of the Closing, and the Buyer shall have received the Seller's Closing Certificate dated as of the Closing Date executed by the Seller to such effect; (b) all of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with, and the Buyer shall have received the Seller's Closing Certificate dated as of the Closing Date executed by the Seller to such effect; (c) all proceedings and actions, corporate or other, to be taken by Seller in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have been taken, delivered to the Buyer, and shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel; (d) the Seller shall have executed and delivered the (i) Bills of Sale; (ii) the Assignment and Assumption Agreements; (iii) the Deeds; (iv) the Escrow Agreement; and (v) and all such other documents as may be necessary or required to convey the Assets to the Buyer; (e) the Seller shall have entered into a Non-Competition Agreement, the form of which is attached to this Agreement as EXHIBIT E, it being acknowledge that the Seller shall be restricted for a period of two (2) years from after the Closing Date from (i) working for or owning, directly or indirectly, any business in competition with the Buyer; (ii) soliciting any of the Buyer's customers, suppliers or employees; or (iii) hiring any Employee of Buyer or convincing any Employee of the Buyer to leave the employ of the Buyer; (f) the Seller shall have received all releases of all Encumbrances (except Permitted Encumbrances) on the Assets; (g) the Buyer shall have received an opinion of counsel to the Seller addressed to the Buyer substantially in the form of EXHIBIT F; (h) the Buyer shall have received from Seller a certificate of good standing from the Pennsylvania Department of State, dated reasonably close to the Closing Date; (i) the Buyer shall have received from Seller copies of its Articles of Incorporation certified by the Pennsylvania Department of State; (j) the Buyer shall have received an incumbency certificate from Seller in a form and substance reasonably satisfactory to the Buyer; (k) the Buyer shall have received from Seller a tax lien certificate from the Pennsylvania Department of Revenue, dated reasonably close to the Closing Date; (l) Seller shall have furnished to the Buyer a copy of the required pre-sale notice with proof of mailing to the Department of Revenue and the Pennsylvania Department of Labor; (m) substantially all of the Seller's Employees shall be available for hiring by the Buyer, in its sole discretion, on and as of the Closing Date.; B. There (n) all other transactions contemplated by the DLR Purchase Agreement and the S&M Purchase Agreement shall have been delivered consummated prior to or simultaneously with the transactions contemplated by this Agreement; (o) the completion of a Phase I environmental review at Buyer's expense, the results of which shall be satisfactory to the Buyer at in its sole discretion; and (p) between the date of this Agreement and the Closing Date, there shall not have been a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreementchange, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liabilityevent or occurrence that, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and deliveredindividually, or caused together with any other change, event or occurrence, has had or would reasonably be expected to be executed and delivered, to the Buyer (i) have a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased AssetsMaterial Adverse Effect. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substance.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at by this Agreement on the Closing are subject, at the option of the Buyer, Date is subject to the fulfillment of each and all of the following conditions satisfaction or waiver at or prior to the Closing Dateof the following conditions precedent: A. All (a) there shall have occurred no Material Adverse Effect in the financial condition or results of operations of NCNG, ENCNG and the Subsidiaries, taken as a whole, from December 31, 2001 to the Closing Date; (b) the representations and warranties of the Seller contained in Article 5 hereof this Agreement and in the other agreements executed by the parties and delivered at Closing pursuant to this Agreement shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if those representations and warranties had been made on at and as of such time (with such exceptions, if any, necessary to give effect to events or transactions expressly permitted herein); (c) each of Seller and NCNG shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by it at or before Closing; (d) the Buyer shall have received certificates from authorized officers of Seller certifying the satisfaction of the conditions set forth in this Section 7.2; (e) the Buyer shall have received from counsel to Seller and NCNG an opinion, dated the Closing Date, in form and substance reasonably satisfactory to Buyer and its counsel; (f) the Buyer shall have received the resignations (effective as of the Closing Date.) of (i) all of the directors of NCNG and the Subsidiaries, and (ii) the 4 directors of ENCNG as appointed by Seller pursuant to the ENCNG Shareholders' Agreement; B. There (g) the Buyer shall have been delivered received all of the minute books of NCNG and the Subsidiaries, including all stock registers, corporate seals and related materials; (h) the outstanding note payable by NCNG to Seller in the principal amount of $150,000,000 dated as of December 15, 2001 will be canceled and all obligations of NCNG under said note shall be fully satisfied at or prior to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery Closing; (i) all actions to be taken by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated herebyhereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to the Buyer; (j) Seller shall have delivered to Buyer copies of the certificates of good standing of NCNG, ENCNG and of each Subsidiary issued on or soon before the Closing Date by the Secretary of State of the jurisdiction of each such organization and of each jurisdiction in which each such Person is qualified to do business; (k) all actions, corporate or other, to be taken by Seller in connection with the transactions contemplated by this Agreement, and all other related mattersdocuments incident thereto, shall have been approved by be reasonably satisfactory in form and substance to the Buyer and the Buyer's legal counsel; (l) the consents, as authorizations, orders, permits and approvals described in Section 7.1(d) shall contain no terms or conditions that, in the reasonable judgment of Buyer, will have a Material Adverse Effect on Buyer or NCNG, or will materially affect the Buyer's benefits to their form be obtained from the transaction contemplated herein; (m) prior to the Closing Date, Seller will cause NCNG to either (i) cause Cape Fear Energy Corporation, a North Carolina corporation ("Cape Fear"), to be dissolved and substanceliquidated, or (ii) transfer all equity interest in Cape Fear to a Person other than a Person that would be an Affiliate of NCNG following the Closing; (n) prior to the Closing Date, Seller will cause NCNG to transfer any ownership interest in the Manufactured Gas Facilities currently owned by NCNG to a Person other than a Person that would be an Affiliate of NCNG following the Closing; and (o) there shall not exist any Contract preventing or restricting NCNG or any Subsidiary from carrying on any business in any location.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with the transactions contemplated hereunder to be consummated at the Closing are subject, at the option of the Buyer, to the fulfillment of each and shall not take place unless all of the following conditions at have been fulfilled and satisfied or prior have been waived in writing by the Buyer (such conditions are solely for the benefit of the Buyer): ▇▇▇▇▇ shall have delivered the assignments, conveyances and bills of sales as required by Section 2 hereof. 42 ▇▇▇▇▇ shall have obtained all consents, approvals, orders and/or clearances, if any, required of them in order to consummate the transactions contemplated by this Agreement, including, without limitation, the termination of any security interest in or covering any of the Assets, except for those which may exist with respect to the Closing Date: A. All assumed liabilities. There shall not have been discovered any material inaccuracy with respect to any representation or warranty of the representations and warranties of the Seller ▇▇▇▇▇ contained in Article 5 hereof this Agreement. ▇▇▇▇▇ shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. B. There shall have been delivered deliver to the Buyer at the Closing a certificated copy of certificate certifying the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release foregoing. There shall be subject to the continuing indemnity as set forth in Article 11 no material covenant or agreement of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇▇ contained in this Agreement and required to be performed before the Closing which has been breached in any material respect. ▇▇▇▇▇ shall deliver to the Buyer at the Closing a certificate certifying the foregoing. All required time periods under the applicable Bulk Transfer Law shall have expired and there shall have been full compliance with all of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) provisions and a Special Warranty Deed(s), conveying all real estate included requirements of the Bulk Transfer Law. ▇▇▇▇▇ shall have executed the investment representation letter in the Purchased Assets form of Schedule 11 attached and shall have agreed to hold the shares for no less than two years and for investment purposes only. The Stock Purchase Agreement of even date herewith by and between ▇▇▇▇▇ and CEC shall have closed. CONDITIONS PRECEDENT TO OBLIGATIONS OF ▇▇▇▇▇. The Closing shall not take place unless all of the following conditions have been fulfilled, satisfied, or have been waived in writing by ▇▇▇▇▇ (iii) such conditions are solely for the benefit of ▇▇▇▇▇): There shall not have been discovered any material inaccuracy with respect to any representation or warranty of the Buyer contained in this Agreement. The Buyer shall deliver to ▇▇▇▇▇ at the Closing a certificate certifying the foregoing. There shall be no material covenant or agreement of the Buyer contained in this Agreement and all documentation required to transfer all rights, title and interests be performed before the Closing which has been breached in any material respect. The Buyer shall deliver to ▇▇▇▇▇ at the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers Closing a certificate certifying the foregoing. The Buyer shall have delivered to ▇▇▇▇▇ the Purchase Price required to be delivered by at the Buyer hereunder or in connection with Closing. All required time periods under the consummation of the transactions contemplated hereby, applicable Bulk Transfer Law shall have expired and all other related matters, there shall have been approved full compliance with all of the provisions and requirements of the Bulk Transfer Law. The Stock Purchase Agreement of even date herewith by and between ▇▇▇▇▇ and CEC shall have closed. ▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed the Buyer's legal counsel, Guaranty as to their form and substancerequired by Section 3.1.4 hereinabove.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing by this Agreement are subject, at the option of the Buyer, subject to the fulfillment of each and all of the following conditions at fulfillment, on or prior to the Closing Date: A. All , of each of the following conditions (any or all of which may be waived by the Buyer in whole or in part to the extent permitted by applicable Law): (a) The Seller shall have executed and delivered this Agreement and such other instruments, documents and certificates as are required to be executed and delivered by the Seller or the Company pursuant to this Agreement; (b) all representations and warranties of the Seller to the Buyer contained in Article 5 hereof herein shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if though those representations and warranties had been made on again at and as of that time; (c) the Seller and the Company shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with them on or prior to the Closing Date; (d) the Buyer shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Buyer) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(b) and 6.1(c) hereof; (e) the Buyer shall have been furnished with an opinion of Blank Rome Comisky & McCauley, counsel ▇▇ ▇▇▇ Se▇▇▇▇ ▇▇▇ Clarks Solicitors, counsel to the Company, substantially in the form of Exhibit 6.1(e) hereto; (f) there shall not have been or occurred (i) any change, destruction or loss, whether or not covered by insurance, which would result in the loss of a material part of the properties or assets of Company, (ii) any Legal Proceedings instituted or threatened against the Seller or the Company seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, or which might, in the reasonable opinion of the Buyer, result in a Material Adverse Change to the Company, (iii) any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (iv) any other event or occurrence related to the Company which could result in a Material Adverse Change to the Company; (g) the Seller or the Company shall have obtained all consents and waivers, in a form reasonably satisfactory to the Buyer, described in Section 3.5 or listed on Schedule 3.5; (h) the Seller shall have delivered to the Buyer a Registration Rights Agreement in the form of Exhibit 6.1(h)(i) hereto, duly executed by the Seller and a Technology Licence in the form of Exhibit 6.1(h)(ii) hereto, duly executed by the Seller and the Company. B. There (i) there shall have been delivered to the Buyer at the Closing a certificated copy (i) resignations of the resolutions duly adopted by members of the board of directors and the shareholders secretary of the Seller authorizing and approving the execution and delivery Company as are reasonably requested by the Seller of this AgreementBuyer, and resolutions of the consummation Company with respect to the election of new directors and a new secretary effective on the Closing Date to the extent requested in writing by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit Buyer on or prior to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to BuyerClosing Date, (ii) a title policy(ies) and a Special Warranty Deed(s)documents evidencing the transfer to such persons as the Buyer shall have requested in writing at least three business days prior to the Closing Date, conveying all real estate included in of powers of attorney previously granted by the Purchased Assets Company, and (iii) any revocations of such proxies and all documentation powers of attorney as the Buyer may have requested in writing at least one business day prior to transfer all rightsthe Closing Date; (j) the Seller shall have delivered to the Buyer such evidence, title including appropriate certificates of the Seller's authorized officers, as the Buyer may reasonably request in order to establish the corporate or other legal power and interests authority of the Seller to enter into and consummate the transactions contemplated by this Agreement; (k) the Seller shall have delivered to the Buyer such evidence, including appropriate certificates of the Company's authorized officers, as the Buyer may reasonably request in order to establish the various mineral claims or royalties included in Purchased Assets.corporate existence and authenticity of the governing documents of the Company; and E. All actions and proceedings hereunder and (l) the Seller shall have delivered to the Buyer such other instruments, documents and other papers required to be delivered by certificates as the Buyer hereunder or may reasonably request in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substancethis Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with purchase any Seller’s Shares pursuant to Article 2 hereof and to consummate the transactions contemplated hereunder hereby shall be subject to be consummated at the Closing are subjectfulfillment, at the option of or waiver by the Buyer, to the fulfillment of each and all of the following conditions at on or prior to the Closing Date, of all of the conditions set forth below: A. 10.1 All corporate and other proceedings in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be in form and substance reasonably satisfactory to Buyer, and Buyer shall have received from each of the Sellers, all such counterpart original and certified or other copies of such documents as Buyer may reasonably request. (i) Each of the Sellers shall have performed all of its or his obligations hereunder required to be performed by it or him on or prior to the Closing Date, including without limitation, the execution and delivery of this Agreement, (ii) all representations and warranties of the Seller Sellers contained in Article 5 hereof 3 (in the case of Company Shareholders only) and Article 4 hereto shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on such date, (iii) in the case of Company Shareholders only, the consents, waivers, approvals or other authorizations listed on Section 3.6 of the Disclosure Schedule shall have been obtained or otherwise satisfied and shall continue to be in effect, and (iv) each of the Sellers that is not a natural person shall have delivered to the Buyer a certificate signed by the Chief Executive Officer, Managing Director or a director of such Seller, and each of the Sellers that is a natural person shall have delivered to the Buyer a certificate signed by such Seller, in each case dated as of the Closing Date, confirming the foregoing. B. 10.3 There shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted not be threatened, instituted or pending any action or proceeding by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreementany Person before any Governmental Authority, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ seeking to restrain, prohibit or otherwise interfere with the ownership or operation by Buyer or any of Sale conveying its Affiliates of all or any material portion of the Purchased Assets business or assets of the Company or of Buyer or any of their Affiliates or to Buyercompel Buyer or any of its Affiliates to dispose of all or any material portion of the business or assets of the Company or of Buyer or any of their Affiliates, (ii) a title policy(ies) and a Special Warranty Deed(s)seeking to impose or confirm limitations on the ability of Buyer or any of its Affiliates effectively to exercise full rights of ownership of any Seller’s Shares, conveying including the right to vote any such Shares acquired or owned by Buyer or any of its Affiliates on all real estate included in matters properly presented to the Purchased Assets and Company’s shareholders or (iii) seeking to require divestiture by Buyer or any and all documentation to transfer all rights, title and interests in the various mineral claims of its Affiliates of any such Shares or royalties included in Purchased Assetsany business or assets of Buyer or any of its Affiliates. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with 10.4 No provision of any Applicable Law shall prohibit the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substanceClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing by this Agreement are subject, at the option of the Buyer, subject to the fulfillment of each and all of the following conditions at fulfillment, on or prior to the Closing Date: A. All , of each of the following conditions (any or all of which may be waived by the Buyer in whole or in part to the extent permitted by applicable Law): (a) The Seller shall have executed and delivered this Agreement and such other instruments, documents and certificates as are required to be executed and delivered by the Seller or the Company pursuant to this Agreement; (b) all representations and warranties of the Seller to the Buyer contained in Article 5 hereof herein shall be true and correct in all material respects on at and as of the Closing Date with the same force and effect as if though those representations and warranties had been made on again at and as of that time; (c) the Seller and the Company shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with them on or prior to the Closing Date; (d) the Buyer shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Buyer) executed by the Seller certifying as to the fulfillment of the conditions specified in Sections 6.1(b) and 6.1(c) hereof; (e) the Buyer shall have been furnished with an opinion of Blank Rome ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Seller and Clarks Solicitors, counsel to the Company, substantially in the form of Exhibit 6.1(e) hereto; (f) there shall not have been or occurred (i) any change, destruction or loss, whether or not covered by insurance, which would result in the loss of a material part of the properties or assets of Company, (ii) any Legal Proceedings instituted or threatened against the Seller or the Company seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, or which might, in the reasonable opinion of the Buyer, result in a Material Adverse Change to the Company, (iii) any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby, or (iv) any other event or occurrence related to the Company which could result in a Material Adverse Change to the Company; (g) the Seller or the Company shall have obtained all consents and waivers, in a form reasonably satisfactory to the Buyer, described in Section 3.5 or listed on Schedule 3.5; 38 (h) the Seller shall have delivered to the Buyer a Registration Rights Agreement in the form of Exhibit 6.1(h)(i) hereto, duly executed by the Seller and a Technology Licence in the form of Exhibit 6.1(h)(ii) hereto, duly executed by the Seller and the Company. B. There (i) there shall have been delivered to the Buyer at the Closing a certificated copy (i) resignations of the resolutions duly adopted by members of the board of directors and the shareholders secretary of the Seller authorizing and approving the execution and delivery Company as are reasonably requested by the Seller of this AgreementBuyer, and resolutions of the consummation Company with respect to the election of new directors and a new secretary effective on the Closing Date to the extent requested in writing by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit Buyer on or prior to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to BuyerClosing Date, (ii) a title policy(ies) and a Special Warranty Deed(s)documents evidencing the transfer to such persons as the Buyer shall have requested in writing at least three business days prior to the Closing Date, conveying all real estate included in of powers of attorney previously granted by the Purchased Assets Company, and (iii) any revocations of such proxies and all documentation powers of attorney as the Buyer may have requested in writing at least one business day prior to transfer all rightsthe Closing Date; (j) the Seller shall have delivered to the Buyer such evidence, title including appropriate certificates of the Seller's authorized officers, as the Buyer may reasonably request in order to establish the corporate or other legal power and interests authority of the Seller to enter into and consummate the transactions contemplated by this Agreement; (k) the Seller shall have delivered to the Buyer such evidence, including appropriate certificates of the Company's authorized officers, as the Buyer may reasonably request in order to establish the various mineral claims or royalties included in Purchased Assets.corporate existence and authenticity of the governing documents of the Company; and E. All actions and proceedings hereunder and (l) the Seller shall have delivered to the Buyer such other instruments, documents and other papers required to be delivered by certificates as the Buyer hereunder or may reasonably request in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substancethis Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer to proceed with consummate the transactions contemplated hereunder by this Agreement is subject to be consummated at the Closing are subject, at satisfaction (or waiver by the option of Buyer in the Buyer, to the fulfillment of each and all of the following conditions ’s sole discretion) at or prior to the Closing DateDate of each of the following conditions: A. All (a) Each of the representations and warranties of each Seller in this Agreement and the Seller contained in Article 5 hereof Transaction Documents shall be true and correct accurate in all material respects (or, if qualified by materiality, in all respects) on and as of the Closing Date Date, with the same force and effect as if though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of a specified date, in which case such representation or warranty shall have been true and accurate as of such specified date. B. (b) The Seller shall have performed, and caused the Seller to have performed, in all material respects all obligations and agreements in this Agreement required to be performed by it or the Seller on or prior to the Closing Date. (c) The Buyer shall have received a certificate, dated the Closing Date, of an executive officer of the Seller to the effect that the conditions specified in Section 8.1(a) and Section 8.1(b) have been fulfilled. (d) There shall be no Law or Order that enjoins, restrains, makes illegal or prohibits the consummation of the transactions contemplated by this Agreement, and there shall be no injunction, restraining order or Proceeding pending or threatened seeking, or which if successful would have the effect of, any of the foregoing. (e) The Release of Security Interest and Amendment of Financing Statements set forth on Schedule 8.1(e) shall have been duly executed by The Bank of Nova Scotia, and the UCC financing statement amendments in the forms attached hereto as Schedule 8.1(e) shall have each been authorized for filing. (f) Satisfactory completion, in Buyer’s sole judgment, of legal, title, and environmental diligence with respect to the Properties. (g) The Buyer shall have completed and shall be fully satisfied in its sole discretion with the results of its review of, and its other due diligence investigations with respect to, the Properties and Acquired Assets. (h) Since the date of the Agreement, there shall not have occurred and be continuing any Material Adverse Effect. (i) There shall be no injunction, restraining order or Proceeding of any nature commenced or threatened that may have the effect of restraining, prohibiting, preventing, delaying, limiting or conditioning or otherwise interfering with the transactions contemplated hereby; (j) All Permits, Filings and Consents that are listed on Schedules 4.3 and 4.8(a) shall have been received, and executed counterparts thereof (as applicable and required) shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated herebyBuyer. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused (k) All financing to be executed and delivered, to the obtained by Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form secured and substancefinalized.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing by this Agreement are subject, at the option of the Buyer, subject to the fulfillment of each and all of the following conditions satisfaction or waiver at or prior to the Closing DateDate of the following conditions precedent: A. All (a) all of the representations and warranties of the Seller contained Sellers set forth in Article 5 hereof this Agreement shall be true and correct in all material respects on (or, to the extent such representations and warranties are qualified by materiality, in all respects) as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if though such representations and warranties were made on at and as of the Closing, and the Buyer shall have received the Sellers’ Closing Certificate dated as of the Closing Date executed by the Sellers to such effect; (b) all of the covenants and obligations that the Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with in all material respects, and the Buyer shall have received the Sellers’ Closing Certificate dated as of the Closing Date executed by the Sellers to such effect; (c) all proceedings and actions, limited liability company, corporate or other, to be taken by the Sellers or Alpha in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement, the Guaranty and the transactions contemplated hereby, shall have been taken, delivered to the Buyer, and shall be reasonably satisfactory in form and substance to the Buyer and the Buyer’s counsel; (d) the Sellers shall have executed and delivered the (i) ▇▇▇▇ of Sale; (ii) the Assignment and Assumption Agreement; (iii) the Deeds; and (iv) and all such other documents as may be necessary or required to convey the Assets to the Buyer; (e) the Buyer shall have received from Sellers certificates of good standing from the Secretary of State of the State of Colorado, with respect to NKC, from the Public Regulation Commission of New Mexico, with respect to Gallup, and of the Secretary of State of the State of Delaware, with respect to Alpha, dated within five (5) Business Days of the Closing Date; (f) the Buyer shall have received incumbency certificates from Sellers and Alpha in a form and substance reasonably satisfactory to the Buyer; (g) the Sellers shall have taken all necessary action to authorize, and shall have executed and delivered to the Buyer, in form suitable for filing with the appropriate Governmental Authority, an amendment to the articles of organization or charter of the Sellers to change their names to names that do not include the words “Gallup” or “National King”; (h) the Buyer shall have received from counsel to the Sellers and Alpha an opinion to the effect that each of the Sellers and Alpha is duly organized, validly existing and in good standing in its jurisdiction of organization and has duly authorized, executed and delivered this Agreement and each of the Closing Documents to which it is a party and, in the case of Alpha, the Guaranty, and that this Agreement and the Closing Documents to which the Sellers are parties are legal, valid and binding obligations of the relevant Sellers, enforceable against such Sellers in accordance with their respective terms, and that the Guaranty is the legal, valid and binding obligation of Alpha, enforceable against Alpha in accordance with its terms, and otherwise in form and substance reasonably acceptable to the Buyer, addressed to the Buyer, and dated as of the Closing Date. B. There shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substance.;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The ------------------------------------------------ obligations of the Buyer to proceed with consummate the transactions contemplated hereunder provided for under this Agreement are subject to be consummated at the Closing are subjectfollowing actions, at performances and deliveries of certain documents to the option reasonable satisfaction of the Buyer, to the fulfillment of each and all of the following conditions at or prior to the Closing DateClosing: A. All (i) Prior to or simultaneous with Closing, Sellers and Subsidiaries shall have performed in all material respects all acts required of them under the terms of this Agreement which are to be performed prior to Closing, including but not limited to the delivery of all documentation required to be delivered pursuant to the terms of this Agreement. (ii) Sellers shall have delivered to the Buyer an opinion of Golenbock, Eiseman, Assor & ▇▇▇▇, Attorneys at Law, Attorneys for Sellers and Subsidiaries, dated as of the date of Closing, stating that the Subsidiaries are duly incorporated and in good standing and the authorized and issued and outstanding capital stock are as set forth above; that the stock which is subject to the terms of this Agreement constitutes all of the issued and outstanding shares of the capital stock of the Subsidiaries; that the stock is non-assessable and that they do not know of any litigation or court proceeding pending against the Subsidiaries or their properties or businesses, except for those noted in the opinion. (iii) The representations and warranties of Sellers and the Seller contained Subsidiaries set forth in Article 5 hereof this Agreement above shall be true and correct in all material respects on as of the Closing, except for changes permitted or contemplated by this Agreement, and a certificate to that effect shall have been delivered to Buyer. (iv) Sellers shall have caused all officers and directors of the Subsidiaries to have delivered their respective resignations effective as of the Closing. (v) Sellers shall deliver to Buyer its statement as of the Closing Date certifying the non-existence of any collective bargaining agreement of any Subsidiary and to the best of its knowledge, the non- existence of any petition or proceeding for any union certification with respect to any Subsidiary pending before the same force and effect as if made on and as National Labor Relations Board or of any negotiations pending or in progress with any labor organization for purpose of establishing a collective bargaining agreement relating to the Closing DateSubsidiaries, their business operations or assets. B. There shall have been delivered (vi) All waiting periods, if any, applicable to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, by this Agreement required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act (the "H-S-R Act") shall have been approved by expired or terminated; provided that Buyer and Sellers shall have submitted all necessary applications under and otherwise complied with the Buyer's legal counselprovisions of the H-S-R Act, as they apply to their form and substancesuch transactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing by this Agreement are subject, at the option of the Buyer, subject to the fulfillment of each and all of the following conditions satisfaction or waiver at or prior to the Closing DateDate of the following conditions precedent: A. All (a) all of the representations and warranties of the each Seller contained set forth in Article 5 hereof this Agreement or in any Exhibit, Schedule, or document delivered pursuant to this Agreement shall be true and correct in all material respects on as of the date of this Agreement and at and as of the Closing Date with the same force and effect as if though such representations and warranties were made at and as of the Closing, and the Buyer shall have received each Seller's Closing Certificate dated as of the Closing Date executed by each Seller to such effect; (b) all of the covenants and obligations that each Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date shall have been duly performed and complied with, and the Buyer shall have received the Seller's Closing Certificate dated as of the Closing Date executed by each Seller to such effect; (c) all proceedings and actions, corporate or other, to be taken by each Seller in connection with the transactions contemplated by this Agreement and all documents incident thereto, including all actions necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, shall have been taken, delivered to the Buyer, and shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel; (d) each Seller shall have executed and delivered the (i) Bills of Sale; (ii) the Assignment and Assumption Agreements; (iii) the Deeds; (iv) the Escrow Agreement; and (v) and all such other documents as may be necessary or required to convey the Assets to the Buyer; (e) each Seller shall have entered into a Non-Competition Agreement, the form of which is attached to this Agreement as EXHIBIT D, it being acknowledge that each Seller shall be restricted for a period of two (2) years from after the Closing Date from (i) working for or owning, directly or indirectly, any business in competition with the Buyer; (ii) soliciting any of the Buyer's customers, suppliers or employees; or (iii) hiring any Employee of Buyer or convincing any Employee of the Buyer to leave the employ of the Buyer; (f) each Seller shall have received all releases of all Encumbrances (except Permitted Encumbrances) on the Assets; (g) the Buyer shall have received an opinion of counsel to the Sellers addressed to the Buyer substantially in the form of EXHIBIT E; (h) the Buyer shall have received from DLR Mining, Inc. a certificate of good standing from the Pennsylvania Department of State, dated reasonably close to the Closing Date; (i) the Buyer shall have received from DLR Mining, Inc. copies of its Articles of Incorporation certified by the Pennsylvania Department of State; (j) the Buyer shall have received an incumbency certificate from DLR Mining, Inc. in a form and substance reasonably satisfactory to the Buyer; (k) the Buyer shall have received from DLR Mining, Inc. a tax lien certificate from the Pennsylvania Department of Revenue, dated reasonably close to the Closing Date; (l) each Seller shall have furnished to the Buyer a copy of the required pre-sale notice with proof of mailing to the Department of Revenue and the Pennsylvania Department of Labor; (m) substantially all of the Sellers' Employees shall be available for hiring by the Buyer, in its sole discretion, on and as of the Closing Date.; B. There (n) the completion of a Phase I environmental review at Buyer's expense, the results of which shall have been delivered be satisfactory to the Buyer at the Closing a certificated copy of the resolutions duly adopted in its sole discretion; (o) all other transactions contemplated by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇▇ of Sale conveying Purchase Agreement and the Purchased Assets S&M Purchase Agreement shall have been consummated prior to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection simultaneously with the consummation of the transactions contemplated herebyby this Agreement; and, (p) between the date of this Agreement and the Closing Date, and all other related matters, there shall not have been approved by a change, event or occurrence that, individually, or together with any other change, event or occurrence, has had or would reasonably be expected to have a Material Adverse Effect; and, (q) between the Buyer's legal counseldate of this Agreement and the Closing Date, Buyer has not discovered such defects in the title to the coal portion of the Real Property as to their form and substancehave a Material Adverse Effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with the transactions contemplated hereunder to be consummated at consummate the Closing are subject, at the option of the Buyer, subject to the fulfillment of each and all satisfaction (or waiver by the Buyer in its sole discretion) of the following conditions at or prior to the Closing Datefurther conditions: A. All of (a) (i) the representations and warranties of the Seller contained Sellers set forth in Article 5 Section 4.17(a) (Absence of Certain Changes or Events) shall be true and correct in all respects as of the date hereof and as of Closing Date as though made on and as of such date, (ii) the representations and warranties of the Sellers set forth in Section 4.5(e) (Capitalization; Title to Securities) and Section 4.6(b) (Subsidiaries) shall be true and correct in all material respects on as of the date hereof and as of the Closing Date with the same force and effect as if though made on and as of such date, and (iii) each of the other representations and warranties of the Sellers contained in this Agreement (disregarding any Material Adverse Effect, materiality or similar qualifiers therein) shall be true and correct as of the date hereof and as of Closing Date as though made on and as of such date (unless any such representations and warranties are made only as of a specific date, in which event such representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) the Sellers shall have performed in all material respects all covenants, agreements and obligations required to be performed by them under this Agreement at or prior to the Closing Date.; and B. There (c) the Sellers shall have been delivered to the Buyer at a certificate dated the Closing a certificated copy Date and validly executed on behalf of each Seller by an appropriate executive officer certifying that the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth conditions specified in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(iesSection 7.2(a) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iiiSection 7.2(b) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substancesatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with the transactions contemplated hereunder to be consummated at the Closing under this Agreement are subject, at the option of the Buyer, subject to the fulfillment of each and all of the following conditions satisfaction at or prior to the Closing Date: A. All Date of each of the following conditions. 12.1 The representations and warranties of the Seller herein contained in Article 5 hereof shall be true and correct in all material respects on and as of the Closing Effective Date with the same force and effect as if though made on and as of the Closing Date. B. There shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted such date, except as affected by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. 12.2 The Seller shall have executed performed all obligations and delivered, or caused agreements and complied with all covenants and conditions contained in this Agreement to be executed performed or complied with by it at or prior to the Effective Date and deliveredClosing Date. 12.3 The Buyer shall have received an opinion of counsel for the Seller, dated the Closing Date, in form and substance satisfactory to the Buyer and its counsel, to the Buyer effect that: (ia) the Seller is a ▇▇▇▇ corporation duly organized, validly existing and in good standing under the laws of Sale conveying its jurisdiction of incorporation; the Purchased Assets Seller has all requisite corporate power to Buyerenter into this Agreement and to perform its obligations hereunder; and the Seller has all requisite corporate power and authority to own, (ii) a title policy(ies) lease and a Special Warranty Deed(s)operate its properties as now owned, conveying all real estate included leased and operated, to carry on its business as now being conducted and is duly qualified in each jurisdiction in which the Purchased Assets and (iii) any and all documentation to transfer all rightsproperty owned, title and interests in leased or operated by it or the various mineral claims or royalties included in Purchased Assetsnature of the business conducted by it makes such qualification necessary. E. All actions (b) The execution, delivery and proceedings hereunder and documents and other papers required to be delivered performance of this Agreement by the Buyer hereunder or in connection with Seller and the consummation of the transactions contemplated hereby, and all other related matters, shall hereby have been approved duly and effectively authorized by all necessary corporate action on the part of the Seller. (c) This Agreement has been duly executed by the Buyerseller and is a valid, legally binding and enforceable obligation of the Seller, except as the same may be limited or otherwise affected by applicable bankruptcy, insolvency or other laws affecting creditors' rights or contractual obligations generally. (d) There are no actions, suits or proceedings pending or, to the best of its knowledge, threatened against or affecting the Seller at law or in equity or before or by any United States, state, municipal or other governmental or non-governmental department, commission, board, bureau, agency, or instrumentality, nor does such counsel know of any facts which would provide a basis for any such action, suit or proceeding. (e) There are no material controversies pending or, to the best of its knowledge, threatened between the Seller and any of its employees. (f) The documents and instruments delivered by the Seller on the Closing Date are effective to sell, convey and assign good and marketable title to the assets and property to be purchased by the Buyer hereunder and assign to Buyer all of the Seller's legal counsel, as rights under the contracts and other agreements to their form be transferred and substanceassigned hereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing are subject, at the option of the Buyer, by this Agreement is subject to the fulfillment of each and all of the following conditions fulfillment, at or prior to the Closing DateClosing, of the following conditions, any one or more of which may be waived in writing by the Buyer (in its sole and absolute discretion), it being understood that such conditions are included for the exclusive benefit of the Buyer: A. All of (a) (i) the representations and warranties of the Seller contained in Article 5 hereof shall be Fundamental Representations are true and correct in all material respects as of the date of this Agreement and the Closing Date as of the Closing Date as if made on such date (except that those representations and warranties which refer to facts existing at a specific date need only be true and correct as of such date) and (ii) the representations and warranties set forth in Sections 2 and 3 (other than the Fundamental Representations) are true and correct as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on such date (except that those representations and warranties which refer to facts existing at a specific date need only be true and correct as of such date) other than for any failures to be true and correct (disregarding any references to “material” or “materiality” contained in such representations and warranties) as of the Closing Date that would not reasonably be expected to result in Damages, including lost profits, in excess of [**] in the aggregate; (b) the Sellers and Stockholders have performed, as applicable, in all material respects all of the covenants and agreements required to be performed by the Sellers and Stockholders under this Agreement at or prior to the Closing; it being understood that for the purposes of this Section 8.1(b), the Sellers and the Stockholders will not be deemed to have failed to perform a covenants in all material respects if the applicable party cures such failure prior to the Closing; (c) Jöllenbeck has sold, assigned, transferred, conveyed, and delivered to Roccat, pursuant to transfer documents in form and substance reasonably satisfactory to the Buyer, all of Jöllenbeck’s right, title and interest in the Accounts Receivable, Inventory, and Product Kiosks owned or held by Jöllenbeck and relating to the Business (the “Internal Asset Transfer”); (d) the Sellers have delivered to the Buyer duly executed counterparts to the Ancillary Documents and such other documents and deliveries set forth in Section 8.1(d); (e) the receipt of any regulatory approvals set forth on Schedule 8.1(e) and delivery of evidence thereof reasonably satisfactory to the Buyer; (f) the receipt of those certain consents and approvals set forth on Schedule 8.1(f) and delivery of evidence thereof reasonably satisfactory to the Buyer; (g) the acceptance of employment with the Buyer or its Affiliates by at least [**] of the Business Employees that are not administrative employees or European sales representatives; (h) the receipt of an employment agreement between the Buyer or any of its Affiliates and ▇▇▇▇ ▇▇▇▇▇ in form and substance reasonably acceptable to the parties thereto and generally consistent with the draft currently being negotiated by the parties thereto; (i) all Encumbrances relating to the Purchased Assets have been released in full and the Sellers have delivered to the Buyer written evidence, in form satisfactory to the Buyer, of the release of such Encumbrances; (j) the successful achievement (as reasonably determined by the Buyer) by the Sellers of the implementation targets set forth on Schedule 8.1(j) with respect to the business enterprise system software selected by the Buyer; (k) the satisfactory establishment and expansion (as reasonably determined by the Buyer) of the capabilities of the financial reporting group of the Business; (l) the full and complete termination of all intercompany agreements, arrangements and transactions, other than those set forth on Schedule 8.1(l) (which schedule may be amended at the sole discretion of the Buyer at any time prior to the Closing), and the delivery by of a full release with respect to any related claims; (m) entry into written replacements with respect to existing oral Contracts set forth on Schedule 8.1(m) (which schedule may be amended at the sole discretion of the Buyer at any time prior to the Closing to add oral Contracts for which the complete terms and conditions were not disclosed in writing to the Buyer prior to the date) in form and substance reasonably satisfactory to the Buyer and delivery of evidence thereof to the Buyer; (n) the amendment, termination or replacement of the Contracts set forth on Schedule 8.1(n) (which schedule may be amended at the sole discretion of the Buyer at any time prior to Closing), in form and substance reasonably satisfactory to the Buyer and delivery of evidence thereof to the Buyer; (o) a physical inventory of all Inventory included in Purchased Assets by the Buyer and its Representatives or a balance confirmation for the Inventory which is stored in ships; (p) the Buyer has received all Permits that are necessary for it and its Affiliates to conduct the Business as conducted by the Sellers as of the Closing Date.; B. There shall have been delivered (q) the completion and delivery to the Buyer at the Closing a certificated copy of the resolutions duly adopted by unaudited, consolidated pro forma financial statements (including balance sheet) of the board Sellers as of, and for the nine-month period ending, February 28, 2019, in form and substance reasonably satisfactory to the Buyer and in accordance with German GAAP (Bilanzrechtsmodernisierungsgesetz – BilMoG); (r) Winspeed has sold, assigned, transferred, conveyed, and delivered to Roccat, pursuant to transfer documents in form and substance reasonably satisfactory to the Buyer, all of directors Winspeed’s right, title and interest in any Intellectual Property that Winspeed owns as a result of the services it provided to, or the work that it undertook on behalf of, the Sellers (the “Winspeed IP Transfer”); and (s) there has not occurred a material adverse change to the financial condition or results of operations of the Sellers and the shareholders of Business since the Seller authorizing and approving the execution and delivery by the Seller date of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liabilityno event or events has occurred that, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, individually or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation aggregate, with or without the lapse of time, could reasonably be expected to transfer all rights, title and interests result in the various mineral claims or royalties included in Purchased Assetsa such a change. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's legal counsel, as to their form and substance.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at the Closing are subject, at the option of the Buyer, by this Agreement is subject to the fulfillment of each and all of the following conditions at fulfillment, on or prior to the Closing Date: A. All , of each of the following conditions (any or all of which may be waived by the Buyer in whole or in part to the extent permitted by applicable Law): (a) The representations and warranties of the Seller contained set forth in Article 5 hereof this Agreement shall be true and correct in all material respects on (without giving effect to any “materiality” or “Material Adverse Event” or similar qualifies set forth therein) as of the date of this Agreement and as of the Closing Date with the same force and effect as if though made on at and as of the Closing Date. B. There (except to the extent that such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except for breaches or inaccuracies of representations or warranties that do not constitute or would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Event, and the Buyer shall have been delivered to the Buyer at the Closing received a certificated copy of the resolutions duly adopted certificate signed by the board of directors and the shareholders an authorized officer of the Seller authorizing (in form and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit substance reasonably satisfactory to the other Buyer), dated the Closing Date, to such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement.effect; D. (b) The Seller shall have executed performed and delivered, or caused complied in all material respects with all obligations and agreements required in this Agreement to be executed performed or complied with by it prior to the Closing Date, and deliveredthe Buyer shall have received a certificate signed by an authorized officer of the Seller (in form and substance reasonably satisfactory to the Buyer), dated the Closing Date, to such effect; (c) There shall not have been or occurred any event, change, occurrence or circumstance individually or in the aggregate that has had or which could reasonably be expected to constitute a Material Adverse Event since the Financial Statement Date, and the Buyer shall have received a certificate signed by an authorized officer of the Seller (in form and substance reasonably satisfactory to the Buyer), dated the Closing Date, to such effect; (d) The Seller shall have obtained all consents, waivers and approvals referred to in Section 5.3(b) hereof in a form satisfactory to the Buyer; (e) Buyer shall have received an assignment at Closing of all of the Seller’s rights in each of the Purchased Contracts in form and substance acceptable to the Buyer in their discretion; (i) a ▇▇▇▇ All of Sale conveying the Purchased Assets to Buyer, Key Employees set forth on Schedule 10.1(f)(i) shall have executed Key Employee Agreements and such Key Employee Agreements shall be in full force and effect and shall not have been repudiated; (ii) a title policy(iesat least seven (7) of the Key Employees set forth on Schedule 10.1(f)(ii) shall have executed Key Employee Agreements and a Special Warranty Deed(s), conveying all real estate included such Key Employee Agreements shall be in the Purchased Assets full force and effect and shall not have been repudiated; and (iii) any and all documentation to transfer all rights, title and interests in at least 90% of the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and Business Employees set forth on Schedule 9.1 (other papers required to be delivered by than the Key Employees) shall have accepted employment with the Buyer hereunder or in connection with one of its Affiliates pursuant to employment offer letters entered into following the consummation date of this Agreement and shall not have repudiated such acceptance as of the transactions contemplated hereby, and all other related matters, Closing Date; (g) The CFIUS Approval shall have been approved obtained; (h) The Duke Energy Agreement shall be in full force and effect, Duke Energy shall not have adversely modified or decreased materially its purchases from the Business since the date hereof or threatened to cancel or otherwise terminate its relationship with the Business or materially and adversely modify or decrease materially its purchases from the Business and the source code subject to a technology escrow under the terms of the Duke Energy Agreement shall not have been released (and Duke shall not, to the Knowledge of Seller, have initiated or threatened to initiate the release of such source code), and the Buyer shall have received a certificate signed by an authorized officer of the Seller (in form and substance reasonably satisfactory to the Buyer's legal counsel), dated as of the Closing Date, to their such effect; (i) There shall not have occurred any default or event of default under the DIP Facility and the Buyer shall have received a certificate signed by an authorized officer of the Seller (in form and substancesubstance reasonably satisfactory to the Buyer), dated as of the Closing Date, to such effect; and (j) All of the Purchased Contracts shall be assigned to the Buyer upon the Closing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations of the Buyer to proceed with the transactions contemplated hereunder to be consummated at the Closing are subject, at the option of the Buyer, to the fulfillment of each and all of the following conditions at or prior to the Closing Date: A. (a) All of the representations and warranties of the Seller contained in Article 5 hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. B. (b) The Seller shall have provided to Buyer an effective ▇▇▇▇ of Sale and Assignment Agreement, as necessary, to effectively convey and transfer the assets being purchased under this Agreement to the Seller. (c) There shall have been delivered to the Buyer at the Closing a certificated copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller authorizing and approving the execution and delivery by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (id) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been approved by the Buyer's Buyers legal counsel, as to their form and substance.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. (a) The obligations obligation of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated purchase of the Firm Common Shares at the Initial Closing are subject, at the option of the Buyer, is subject to the fulfillment of each and all of the following conditions satisfaction at or prior to the Initial Closing Dateof each of the following conditions: A. All (i) No preliminary or permanent injunction or other order issued by any court of competent jurisdiction or by any Governmental Authority nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority which restrains, enjoins or otherwise prohibits any of the Transactions shall be in effect. (ii) (A) The representations and warranties of the Seller Company contained herein will be true and correct in all material respects on and as of the Initial Closing Date, with the same force and effect as though made on and as of the Initial Closing Date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty will be true and correct in all material respects as of such date, and (B) the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (iii) (A) The Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in Article 5 hereof this Agreement and the other Transaction Documents to be performed or complied with by it prior to or on the Initial Closing Date (provided that the provisions of Section 5.1 shall have been complied with in all material respects without giving effect to the last sentence of Section 5.1), and (B) the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. (iv) The Company and all other securityholders of the Company each shall have executed and delivered the Securityholders Agreement. (v) The Credit Agreement will be in full force and effect, will not have been breached in any material respect by any of the parties thereto, and all of the conditions precedent to the initial borrowings thereunder (other than the receipt by the Company of the proceeds of the issuance of stock pursuant to this Agreement) shall have been satisfied or waived. The Company shall have delivered a certificate from its chief financial officer stating that the conditions under this subsection (v) have been satisfied. (vi) The Stock Purchase Agreement will be in full force and effect, will not have been breached in any material respect by any of the respective parties thereto, all conditions to the obligation of the Company to purchase the stock (as defined in the Stock Purchase Agreement) shall have been satisfied in full and all conditions to the obligations of El Paso to sell the Stock shall have been satisfied or waived. (vii) The Buyer shall have received evidence satisfactory to the Buyer that all obligations of the Company set forth in Section 5.03 of the Stock Purchase Agreement will be satisfied in full at or prior to the Initial Closing. (viii) The Employment Agreement will be in full force and effect, will not have been breached in any material respect by any of the parties thereto. (ix) The Buyer shall have received a legal opinion from Weil, Gotshal & ▇▇▇▇▇▇ LLP dated the Initial Closing Date, substantially in the form attached hereto as Exhibit D. (b) The obligation of the Buyers to purchase Option Shares following the Buyer's exercise of the Option is subject to the satisfaction at or prior to the Subsequent Closing of such purchase of each of the following additional conditions: (i) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States or by any United States federal or state governmental or regulatory body nor any statute, rule, regulation or executive order promulgated or enacted by any United States federal or state governmental authority which restrains, enjoins or otherwise prohibits the purchase of the Option Shares shall be in effect. (ii) (A) The representations and warranties of the Company contained in paragraphs 5.1(a), 5.1(b)(i), 5.1(d) and 5.1(e)(iv) shall be true and correct in all material respects on and as of the Subsequent Closing Date Date, with the same force and effect as if though made on and as of the Subsequent Closing Date, and (B) the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect. B. There (A) The Company shall have been delivered performed all obligations and agreements, and complied with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to or on the Subsequent Closing Date, and (B) the Buyer at the Closing shall have received a certificated copy certificate signed on behalf of the resolutions duly adopted Company by the board of directors chief executive officer and the shareholders chief financial officer of the Seller authorizing and approving the execution and delivery by the Seller of this AgreementCompany to such effect. (iv) All consents, approvals, authorizations or permits of, actions by, or filings with or notifications to, and the consummation by the Seller all expirations of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liabilitywaiting periods imposed by, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with Governmental Authority which are necessary for the consummation of the transactions contemplated hereby, and all other related matters, Option Purchase shall have been approved by the Buyer's legal counselfulfilled, occurred or obtained, as applicable, on terms reasonably satisfactory to their form the Buyer and substanceshall be in full force and effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligations obligation of the Buyer to proceed with consummate the transactions contemplated hereunder to be consummated at by this Agreement on the Closing are subject, at the option of the Buyer, Date is subject to the fulfillment of each and all of the following conditions satisfaction at or prior to the Closing of the following conditions precedent (any of which may be waived in writing by the Buyer): (a) since the date of this Agreement there shall have occurred no Material Adverse Change; (i) the Sellers shall have performed and satisfied all of their agreements and obligations and complied with all covenants set forth in this Agreement required to be performed and satisfied by him or it on or prior to the Closing Date: A. All of ; and (ii) the representations and warranties of the Seller Sellers contained in Article 5 hereof this Agreement shall be true and correct in all material respects on (A) at and as of the Closing Date time given (or with the same force respect to any representation or warranty that speaks as of a later date, as of such date) and effect as if made on (B) at and as of the Closing Date.; B. There (c) the Sellers shall have been delivered to the Buyer at certificates, from the appropriate Governmental Authority, for the Company and the Subsidiaries certifying as to their organization, valid existence and good standing in the state of its incorporation and certifying as to its good standing in each jurisdiction in which they qualified to conduct its business as a foreign entity as of a date no more than 10 days prior to the Closing Date; (d) the Sellers shall have delivered to the Buyer true and complete copies of the certificates of incorporation or other formation documents, as the case may be, of each of the Company and the Subsidiaries, certified as true and complete by the Secretary of State or other appropriate governmental official of their jurisdictions of organization, and a certificated copy of the bylaws or other organizational documents, as the case may be, of each of the Company and the Subsidiaries, certified as true and complete by their Secretary, Assistant Secretary or by a director; (e) the Sellers shall have delivered to the Buyer original stock certificates representing all of the Company Shares, endorsed in blank or accompanied by duly executed assignment documents in form reasonably satisfactory to the Buyer; (f) all shares of Series A Preferred Stock issued under the Series A Preferred Stock Agreement shall have been converted into shares of common stock of the Company; (g) all obligations under the Series A Preferred Stock Agreement, the Merger Agreement, warrant, stock option agreement and the Restricted Stock Agreements shall have been terminated; (h) the Buyer shall have received the resignations (effective as of the Closing Date) of all of the directors and officers of the Company and the Subsidiaries listed on Schedule 6.8; (i) the Buyer shall have received all of the minute or other corporate books of the Company and the Subsidiaries, including all stock registers, corporate seals and related material; (j) the Company and the Subsidiaries shall have received all necessary governmental or contractual consents for the completion of the transactions under this Agreement; (k) the Buyer shall have received a certificate, dated the Closing Date, duly executed by the Secretary or an Assistant Secretary of each of the HMSC, on behalf of HMSC, certifying as to the attached copy of the resolutions duly adopted by the board of directors and the shareholders of the Seller Board of Directors (or a duly authorized committee) of HMSC authorizing and approving the execution execution, delivery and delivery by the Seller of this Agreementperformance of, and the consummation by the Seller of the transactions contemplated hereby. C. Each party shall prepare and submit to the other such documentation evidencing the personal release each party’s Officers and Directors of any and all subsequent and/or prior liability, any such release shall be subject to the continuing indemnity as set forth in Article 11 of this Agreement. D. The Seller shall have executed and delivered, or caused to be executed and delivered, to the Buyer (i) a ▇▇▇▇ of Sale conveying the Purchased Assets to Buyer, (ii) a title policy(ies) and a Special Warranty Deed(s), conveying all real estate included in the Purchased Assets and (iii) any and all documentation to transfer all rights, title and interests in the various mineral claims or royalties included in Purchased Assets. E. All actions and proceedings hereunder and documents and other papers required to be delivered by the Buyer hereunder or in connection with the consummation of the transactions contemplated by, this Agreement and any other documents or instruments contemplated hereby, and all other related mattersstating that the resolutions thereby certified have not been amended, modified, revoked or rescinded; (l) Sellers shall have been approved caused their counsel to deliver to Buyer their counsel’s opinion in a form reasonably satisfactory to Buyer’s counsel; (m) each Seller shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that such Seller is not a “Foreign Person” as defined in Code Section 1445; (n) the shareholders of Buyer’s Parent shall have duly authorized this Agreement and the transactions contemplated hereunder, including an increase in Buyer’s Parent’s share capital, under applicable Israeli law and NASDAQ Stock Market Rules; and (o) the Company and the Subsidiaries shall have entered into the Employment Agreements with the individuals set forth in Schedule 5.8. (p) (i) HMSC and the Company shall have entered into a Termination Letter (in the form attached as Exhibit C hereto) (the “Termination Letter”) for the termination of the Services Agreement, dated August 22, 2006, by and among the Company and Homeland Security Advisory Services, Inc. and (ii) the transactions contemplated by the Buyer's legal counsel, as to their form and substanceTermination Letter have been consummated.